International Business Transactions
We effectively manage and timely execute critical global business projects spanning many operational areas and requiring international legal and tax strategies
The Firm’s Global Business Practice is deeply rooted in our international legal and cultural background. We regularly serve Italian and foreign national investors or enterprises seeking to enter the North American marketplace. Our Firm is a proven, effective and dynamic bridge to successful business collaboration between the foreign enterprise and its North American counterpart.
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Legal services encompass the full range of different North American market entry modalities from comparative tax planning strategies, establishment of indirect sales channels, to intellectual property licensing regimes, to joint ventures and direct onshore investment. In addition to its inbound foreign investment practice, our Global Business Practice also counsels U.S. based technology companies, from the early stage technology concern seeking investment capital to mature technology companies engaged in critical, intellectual property driven transactions. Our Global Business Practice encompasses international mergers and acquisitions, North America market entry transactions and business investments, global sales channel and distribution schemes, cross border joint ventures and business alliances, international human resources, business immigration and and external general counsel services. “We provide the full gamut of services pertaining to cross border M&As, investments and strategic international business transactions for global minded enterprises and their mobile workforce”. We have the ability to bridge cross border legal, cultural and business divide and a deep and abiding respect for the need to complete a complex interdisciplinary, cross border project within defined profitability parameters and with all attendant professionalism. It is the lifeblood of many international and technology concerns. “We draw from our extensive experience in working on international acquisitions and strategic transactions to deliver crucial value to our clients and help them secure the success of the deal”.
Legal services encompass the full range of different North American market entry modalities from comparative tax planning strategies, establishment of indirect sales channels, to intellectual property licensing regimes, to joint ventures and direct onshore investment. In addition to its inbound foreign investment practice, our Global Business Practice also counsels U.S. based technology companies, from the early stage technology concern seeking investment capital to mature technology companies engaged in critical, intellectual property driven transactions.
Our Global Business Practice encompasses international mergers and acquisitions, North America market entry transactions and business investments, global sales channel and distribution schemes, cross border joint ventures and business alliances, international human resources, business immigration and and external general counsel services.
“We provide the full gamut of services pertaining to cross border M&As, investments and strategic international business transactions for global minded enterprises and their mobile workforce”.
We have the ability to bridge cross border legal, cultural and business divide and a deep and abiding respect for the need to complete a complex interdisciplinary, cross border project within defined profitability parameters and with all attendant professionalism. It is the lifeblood of many international and technology concerns.
“We draw from our extensive experience in working on international acquisitions and strategic transactions to deliver crucial value to our clients and help them secure the success of the deal”.
International Mergers and Acquisitions
Our lawyers have regularly participated in numerous and valuable cross border mergers & acquisitions within both public securities and private markets. Our services cover the entire range of M&A’s activities from the negotiation and drafting of Nondisclosure Agreements, Term Sheets and Memorandum of Understandings, conducting legal, contractual, tax and functional due diligence, negotiating and drafting Asset and Stock Purchase Transactions, Joint Ventures and Divestitures, as well as carrying out post- merger integration and legal management services.
We have extensive experience and an established tracking record working on international M&A deals.
In any merger or acquisition transaction, the initial stage of negotiating and drafting nondisclosure agreements, letters of intent or memorandum of understanding cannot be overstated and should never be overlooked. Those binding legal agreements set the stage for the prosecution of the negotiations and play an important for the successful outcome of the transaction.
Each and every stage of an international acquisition, from the letter on intent to due diligence to the acquisition agreements drafting and negotiation, plays a crucial role for the success of the deal and should not be overlooked.
The next stage of legal and tax due diligence is equally important, in that it enables the buyer to properly identify, evaluate and manage the risks and any critical issues affecting the transaction before embarking in the actual negotiation of the terms of the contractual acquisition agreement.
Effective M&A due diligence requires real world business experience knowldge of the industry and ability to understand and properly evaluate the target’s business and associated risks and critical legal issues.
In the drafting and negotiation of the acquisition agreement, every single word encapsulates a often crucial legal concept and requires critical attention and expertise. Representations and warranties, pre closing and post closing covenants, non compete and proprietary information clauses go to the heart of the deal, while arbitration, jurisdiction and choice of law provisions dictate the balance of power in case a dispute arises after the execution of the transaction.
In negotiating and drafting acquisition agreements, every word counts.
Finally, post acquisition integration is where the “rubber meets the road” and proper legal and business management including drafting and executing post closing key employees agreements, preparing human resources compliance materials, setting up corporate governance documents and preparing similar legal documents is essential to assure the long term success of the investment.
Post acquisition integration is where the ‘rubber meets the road’.
Drawing from our past experience in working on a significant number of international acquisition agreement and strategic business transactions, we are in the ideal position to assist foreign buyers pursuing US targets or U.S. companies wishing to expand their international operations via acquisition of foreign companies.
Bridging cross border legal and cultural differences, knowledge of the client’s industry, ability to understand the business and attention to the details are our key values for effective and successful handling an international M&A transaction
North American Market Entry
We have extensive experience and specific focus upon the representation of the foreign national with respect to its North American market entry strategies. We are a proven, dynamic bridge to successful business collaboration between the foreign enterprise and its North American counterpart.
A foreign enterprise can decide to enter the North American market in different ways, from opening a branch to setting up direct or indirect sales channels (through local agents, representatives and distributors) to establishing strategic alliances and joint ventures with local business partners, forming or incorporating a wholly owned subsidiary, or acquiring a local company with its customer list, workforce and business experience.
Whichever the adopted model is, we offer a full range of different North American market entry modality legal and consultation services pertinent to any strategy from the establishment of indirect sales channels, setting up of strategic alliances, to intellectual property licensing regimes and direct onshore investments. We also stay with the client during the entire course of its business endeavor in the US with full range of legal support and outside general counsel services.
Our lawyers have international background and experience, proved records in working with foreign enterprises with respect of every form of entry into the U.S. market, as well as years of experience serving as external as well as senior in-house counsel to major foreign national enterprises and are closely attuned to respective cultural practices and norms.
Global Sales Channel and Distribution Schemes and Foreign Corrupt Practices Act
Global sales channels invariably encompass either direct or indirect sales channels or both. We have designed and implemented both direct and indirect global sales representative as well as distributorship programs and revised and restructured them on behalf of multinational clients. We have also conducted legal training within these channels in terms of anti-bribery and other critical regulatory matters. Sale representative and distribution agreements require carefully evaluated and properly drafted provisions addressing very important issues such as protection of intellectual property and confidential and proprietary information (such as customer lists, sales strategies and marketing plans, etc.), earlier termination, jurisdiction and arbitration.
“We are adept at drafting effective sales representative and distribution agreements addressing all needs of foreign exporter of goods into the US”.
Appointing and working with a sales representative or distributor bears significant legal consequences. Typically, a foreign enterprise which works with a US sale agent or distributior is subject to the jurisdiction of US courts and the application of US laws, exposed to product liability in the United States and in accordance with US law, and directly liable for federal and state income taxes as well as local sales and use taxes. We help our clients properly manage all of those legal consequences with strategic legal and tax planning and advice.
“We help clients address and handle the significant legal and tax consequences of appointing sales agents and distributors on US soil”.
Cross Border Strategic Alliances
Development of cross border alliances and partnerships through joint ventures, value added resale agreements and critical IP arrangements is key to international growth.
Our services in this area encompass International Joint Venture Agreements, Value Added Reseller Agreements, Distributorship Agremeents, Intellectual Property Licensing Schemes and Technology Development Alliances. We assist our clients in strategically negotiating and effectively setting up and executing international arrangements aimed at developing crucial partnerships and develop their international business and market growth opportunities
External General Counsel Services
Our lawyers have served as General Counsel of large publicy multinationals and have managed the entire spectrum of legal issues that are indigenous to these enterprises. They have managed not only global legal departments but external counsel as well and are well versed and have an abiding respect for the integrity of legal project budgets. We bring the same perspective to our clients’ projects and in many instances, we serve as external general counsel to foreign and domestic enterprises and are adept at selecting and managing, where necessary, additional law firm and other third party resources.
We work as outside general counsel for our clients, providing long term, continuing legal support and helping them handle all their legal issues that may arise during the course of their business operations in the United States, from coordinating legal teams to handling specific legal matters and disputes, appointing, supervising and reviewing outside professionals and advisors, preparing, issuing and entering company records and resolutions, coordinating tax planning and financial accounting work.
Continuing availability of experienced legal support is key for a viable management of a global enterprise.
Cross Border Human Resources Services
Our practice is built on many years of strategic and in-the-trenches work in the HR space including executive compensation, employment and labor, post-M&A integration and restructuring. We have worked both in-house with large multi-national organizations and externally with a variety of domestic and international entities. We appreciate and work with a practical approach to resolving HR matters especially addressing HR issues in business transactions.
Built on active participation in a wide variety of business transactions ranging from the fold-in to the transformational, we work with client organizations to fully understand the objectives of the deal and assist in planning deep due diligence, retention and exit programs. We believe the key to aiding organizations to achieve the intended benefits of the deal begins in due diligence and is continuous through organizational restructuring. Our guiding principal is “don’t break what you just bought”. The People aspects of any acquisition is critical to realizing the value of the deal.
Our services in this area covers the following matters:
Whether the deal requires a preliminary risk assessment or planning a broad-scale post-transaction integration, we bring the thoughtful experience to achieve results efficiently.
Of course, beyond M&A we are accomplished in addressing broader HR issues and offer consultation on the full gamut of regulatory and statutory issues affecting the employer/employee relationship.
International Business Immigration Services
In today’s competitive global economy, multinational businesses must have the ability to hire and transfer foreign executives, managers, specialists and other professionals quickly and efficiently. As part of our Global Business Practice, we also provide experienced and effective business immigration services and counseling to any foreign enterprise deciding to bring its executive or managerial personnel in North American serving at its U.S. subsidiaries.
Intellectual Property Related Transactions
Technology related matters are intrinsic to our global law practice. In nearly every cross border acquisition or strategic alliance we are privileged to participate in, the sale or licensing of technology lies at the heart of these transactions. Moreover, our senior international lawyers have served as chief legal officers in technology centric multinationals and are steeped in the varied methods of technology disposition.
Our technology related legal services encompass key intellectual property modalities which are the hallmark of cross border transactions. From intellectual property due diligence exercises to the sale or licensing of same, we are deeply experienced in this realm. From traditional patent related matters to software licensing to cloud based services and solutions, our firm understands the indispensible value of these assets to cross border strategic transactions.