International Business Practice

There are many challenges when pursuing business activities in the U.S. Foreign firms and individuals require a wide range of legal services, including subsidiary formation, commercial contracts, real estate leasing, tax structuring and advice, employment and benefits advice, governmental licensing, intellectual property protection, and dispute resolution. For transactions such as financings and business acquisitions, these clients need sophisticated legal advice with knowledge of current market practices. We have the breadth of experience and the practice areas to comprehensively serve foreign clients.

Two constant goals dominate our approach to a project: We will be more responsive to our clients than they expect, and we will always maintain focus on our clients’ business objectives. Attorneys in our relevant practice areas have experience dealing with special issues applicable to non-U.S. clients and cross-border transactions.

Foreign law firms also engage us to help them meet their clients’ goals. Depending on the circumstances, we will work as co-counsel or local counsel to the business client or represent the foreign law firm itself in a U.S.-related transaction. Either way, the goal is to provide quality, efficient legal advice in a complex cross-border transaction to the full satisfaction of the client.

Our international transaction experience is global. Notable transactions involved companies active in every region: The Americas — Bermuda, Brazil, and Canada; Europe — Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Russia, Spain, Sweden, Switzerland, and the United Kingdom; The Middle East — Israel and Turkey; Australia; Asia — China (PRC) and Hong Kong SAR, India, Indonesia, Japan, Korea, Malaysia, Singapore, Taiwan, and Thailand; and Africa — South Africa.

Foreign companies principally use three methods to grow their business in the United States:

• Financings in U.S. capital markets
• Acquisitions of U.S. businesses
• Distribution Agreements, Joint Ventures, Licensing, and Strategic Alliances

For cross-border financing, we explain and facilitate the offering, reporting, and listing requirements under the rules and regulations of the SEC and stock exchanges applicable to international companies. We have particularly strong experience working with foreign software, heavy machinery, mineral and technology companies, biotechnology, medical device, and other life science firms. Our deal experience includes initial public offerings, primary and secondary public offerings, shelf offerings, private investments in public equity, and offerings of debt and equity securities, as well as bank loans and structured finance transactions.

Many of our global corporate clients involve us in structuring, negotiating, and closing M&A transactions. Transactions deploy the full structural spectrum of M&A, including:

• stock and asset purchases
• domestic and cross-border mergers
• combinations and joint ventures
• hybrid and other special structure
• technology transfers

Companies with sophisticated technologies expand their markets and product offerings by partnering with companies already doing business in places outside their home country. Typically, they enter into joint venture arrangements and licensing agreements. We represent a number of corporations in the pharmaceutical industry that partner with companies to develop their drugs through joint ventures and licensing arrangements here in the United States and in other countries. A large number of our international clients operating in the software, consumer product, natural resources, and design industries use development and technology-sharing agreements that exploit their products and capabilities through licensing.

We advise companies on the operational issues needed to set up an office, division, or subsidiary in the U.S., including:

• choosing the right business entity
• employment and benefits arrangements
• negotiating leases for office space
• complying with local laws and regulations

Foreign companies engaging in business in the U.S. must deal with issues ranging from state and local sales taxes to international transfer pricing. Our tax team can handle all of these issues responsively and cost-effectively.

We provide tax advice to foreign clients investing in the U.S. and to domestic clients investing abroad, including investment and transaction structuring, transfer pricing, and tax credit planning. We structure inbound direct investment to achieve tax efficiency in operations, on repatriation of funds, and on exit. Techniques include the use of leverage (subject to thin capitalization rules), the licensing of intangibles, and the use of available tax treaties.

Foreign companies with U.S. employees face a complex legal and regulatory environment, cultural challenges, and substantial litigation risk. Our employment law team helps companies design policies to minimize risk and reduce the hazards of costly lawsuits.

In many industries, employees are the key business assets that generate profits. Our employment team is a leader in the area of employee non-competition covenants and employee poaching litigation — services regularly utilized by the U.S. operations of our foreign clients.

Branding, trade secrets, piracy protection, and other intellectual property issues are crucial in competing in the global market. Our IP group is composed of experts in patents, trademarks, copyrights, and trade secret law.

We can design the IP strategy of a company for its U.S. operations and work with home country advisors to ensure that the international IP approach and exploitation of the IP assets provides comprehensive protection.

We manage our clients’ trademark and copyright portfolios, some of which aggregate thousands of marks and works. We represent clients in successfully opposing the registration of infringing marks and performing other trademark and copyright policing.

The globalization of business has resulted in a dramatic increase in the need for alternate dispute resolution, since it is often the case that neither side involved in a transaction wishes to litigate in a foreign court. We advise clients on the available forums and their differences, and we represent them in international mediation and arbitration proceedings.

Our Firm has an active Israeli practice within our International Business group.  We represent entrepreneurs and early stage companies in connection with:

• General expansion into the U.S. markets and capital raising activities 
• Private and institutional investors in connection with investments and M&A activities with or into Israeli companies 
• Israeli real estate developers and real estate private equity companies and private individuals in connection with cross-border estate planning. 

We represent Israeli liquidators in bringing cross-border recognition proceedings and other actions in the United States to enforce the liquidators’ interests in the United States and in U.S. based assets. We offer our Israeli clients the opportunity to be involved with our Hebrew-speaking Israeli lawyers, and to benefit from our deep familiarity with the Israeli business arena. We have long been involved with U.S. foundations and other non-profit organizations supporting Israeli hospitals and other Israeli infrastructure.

In recent years, we have introduced our Israeli clients to other useful service providers, potential business partners, and investors. We have organized and sponsored business conferences and conventions introducing Israeli companies and clean-tech technologies to the U.S. market and investors, as well as hosting and introducing several high-ranking government officials to U.S. businesspeople. Our attorneys actively participate as speakers and moderators in Israeli-related business events.

• Handled many international financings as bank counsel for a number of the top 20 international banks. Also serve as regular counsel to the U.S. private equity arm of a European bank, advising them on the U.S. LBO and MBO acquisitions.
• Represented a U.S. investor in connection with the establishment of a fund to make venture capital investments in privately-owned European companies. Assisted in structuring the arrangement between the client and its foreign partners, as well as the particular investments to be held by the fund. These arrangements involved the coordination of advice from tax experts in several European nations relating to local tax laws and the impact of various applicable international tax treaties. Achieved significant tax savings by making “check-the-box” tax elections to treat certain foreign entities as flow-through entities for U.S. tax purposes.
• Represented South American businessman who shared management and ownership interests with his estranged wife in a number of business ventures and who had tried unsuccessfully for years to obtain his share of the assets through the courts in his country. Recommended filing suit against the estranged wife in New York courts in order to dissolve one of the couple’s jointly owned foreign corporations, which had invested its assets in New York. In a case of first impression, the New York courts accepted jurisdiction to dissolve the foreign corporation and the dispute was then satisfactorily and quickly resolved.
• Advised a New York-based private equity fund in its acquisition of one of the world’s top sports equipment brands from a European conglomerate and related senior secured financing.
• Helped our client, an EU-based conglomerate implement a targeted acquisition strategy, handling the negotiations for the acquisition and financing, devising the tax structuring and assisting in the legal aspects related to integration of the new companies.
• Represented U.S. manufacturer who shipped high-level technology equipment to a customer in Asia whose equipment was damaged during shipment. Client’s insurance carrier refused to pay for repairs or replacement costs on the grounds that the client’s own employees had been negligent in making the shipping arrangements. Filed federal maritime action against the shipping defendants and client’s own insurance carrier. The court held that the client was not at fault, and further, that under an “all risk” policy, the insurance carrier was obligated to pay for all damages and the client’s full attorneys’ fees. The second Circuit affirmed on appeal.
• Handled legal aspects of Asian manufacturing and agency relationships for a manufacturer and importer of women’s clothing.
• Represented European client that suffered a large loss when an employee transferred money from a U.S. brokerage account to unauthorized accounts and then stole the balance. Filed a federal suit against the brokerage firm for permitting the employee to open the new account and to transfer funds without adequate corporate documentation from the client. Firm also instituted another suit against the banking institutions for honoring the wire instructions for the funds. Recovered most of the loss and initiated successful federal criminal prosecution of the employee and others, which resulted in substantial prison sentences and order of restitution.
• Represented large Mainland Chinese developer of both retail and residential space in negotiations with U.S. co-developers and joint venture partners.
• Handled acquisitions for several clients that are re-orienting their U.S. strategies and subsequent divestiture of selected U.S. operations.
• Represent British Virgin Islands, Canadian, Cayman Islands, Hong Kong, Netherlands, Spanish, PRC, and United Kingdom based publicly traded companies for their SEC and exchange compliance requirements and securities offerings.