International Corporate and Business Matters

We provide comprehensive legal support to our corporate clients, acting as external general counsel with complete administrative support and strategic legale advice

In coordination with our associated professionals and accountants, we provide all services ancillary or incidental to international tax and legal advice on cross-border transactions.

In particular, we assist foreign clients in Italy and the United States on forming, setting up and managing Italian and U.S. entities, negotiating, drafting and executing international contractual arrangements with partners, customers and third party service providers; employing foreign transferred and local personnel; setting up payroll and accounting services and all range of business insurances; preparing transfer pricing policies and documentations and inter company or intra group legal and contractual arrangements, conducting and completing mergers and acquisitions transactions throughout all their stages from the initial letter of indemnity, through the legal, tax, accounting and business due diligence; contract drafting, negotiation and execution, closing and post closing integration.

Our Services

In the United States, business entities are created and governed under the corporate and business laws of each single state, and are typically classified in partnerships, limited liability companies, and corporations. General partnerships do not require filing formalities and are created automatically as a result of two or more people carrying on a business together for profit. General partners are presumed to share equally in the entity’s profits, losses and managing power and have equal authority to bind the entity in dealing with third parties. General partners in a general partnership owe fiduciary duties to the entity and to each other and are unlimitedly liable for the entity’s debts and legal obligations. Limited liability companies are formed or organized by filing a certificate of formation or the articles of organization with the state’s department of state, and enjoy great management flexibility and high level of informality while providing their members with limited liability for the company’s debts and legal obligations.

Members sign an operating agreement setting forth the rules governing the management of the company and the member’s rights and duties. Corporations are created by filing the certificate of incorporation with the division of corporations of the state’s department of state, issue shares of stock to their shareholders that are freely transferable, operate through a board of directors which appoints officers responsible for the day to day management of the entity, and are subject to stricter management formalities and legal requirements. By laws set forth the rules concerning the corporations’ governance.

We provide complete incorporation and entity formation services, by way of the following:

  • issuing and filing the required incorporation or formation papers with the state’s offices,
  • drafting operating agreements and by laws,
  • preparing initial entity’s resolutions for members, shareholders and directors,
  • obtaining entity’s employer identification number,
  • issuing membership or shares certificates for members and shareholders,
  • setting up entity’s bank account,
  • preparing and keeping a complete entity’s file and legal records.

Once set up, corporations and other business entities are required to carry out various activities to remain in legal in good standing: company records must be updated, proper resolutions reflecting major company transactions and business deals must be issued and entered into the company’s books and records, registrations and annual filing must be carried out in each state in which a company lawfully engages in business, local registered agents must be appointed, legal communications and notices must be handled, registration with local agencies must be carried out.

In this area, we serve as company’s legal secretary, providing the full set of corporate governance, management, fiduciary and secretarial services and assisting clients to keep their companies in good-standing, update company records and take care of all company administrative matters as needed.

We provide selected clients with domicile, managerial, admnistration and fiduciary services for their entities in the United States, assisting and supporting their management in carrying our their legal duties.

We advise clients on business insurance matters, helping them select insurasnce brokers, obtain quotes, review policy terms, set up insurance policies inclusive of general commercial liability insurances, directors and officers insurances, employment practices insurances, and we counsel them on the best level of protection needed against the risks associated with their business operations.

We assist our clients in handling their human resources, by reviewing pre employment documentation packages, employment agreements and employment practices, and providing preliminary advice on employment matters as well as preliminary assistance on employment claims and disputes.

We assist our clients on business immigration matters, as well as pre immigration or expatration planning for their mobile workforce, advising them on international tax issues, business visas and other legal matters involving their international executives and employees moving across borders to different units of their global enterprises.

The strategic decision to enter a foreign market presents management with a challenging set of critical decisions which often alters dramatically a firm’s culture and business prospects. Matters such as understanding thoroughly the served foreign market, its competitive landscape, product positioning and of course, the capital structure of and the financial implications of the chosen business collaboration all come to bear upon a cross border market entry.

Our firm is specifically focused upon facilitating and enabling successful cross border collaborations. The Firm’s services derive from its extensive experience with complex international law and business matters, investment transactions as well as C-level management experience, Our experience with respect to complex cross border investment transactions has translated into a an extensive network of and access to global capital market relationships which we make available to our clientele.

We also firmly believe that bridging cultural differences are critical to any form of collaboration, particularly with respect to post-acquisition integration programs. Our knowledge of the foreign cultures and business practices is of significant value in developing successful cross border alliances.

We aim to enhance and expand our client’s operations thru our added value services. Our cross border services encompass the entire range of development from market entry to establishment of permanent operations to post-acquisition transitional management and workforce integration programs. For this purpose we assist our clients in respect of the following key aspects of international business operations and strategic investments.

Market Entry Strategies

  • Make vs. Buy Analysis
  • Profiling market attributes and competitors
  • Identify Sales and Distribution channels
  • Conduct due diligence upon prospective foreign agency and distributors
  • Negotiate and document operative agency and distributor agreements;
  • IP Portfolio management
  • Negotiation of IP agreements
  • Licensing schemes
  • Value Added ResellersCross border tax treatment of IP
  • Cross Border Mergers and Acquisitions
  • Turn key capability
  • Extensive due diligence covering entire spectrum of target’s operations
  • Technology
  • Financials
  • IT
  • Business strategy
  • Sales and Marketing
  • Manufacturing operations
  • Human resources
  • Negotiation of definitive joint venture and acquisition agreements
  • Adroit management of service providers (law and accounting firms)
  • Post closing integration with focus upon human resource strategies
  • Transitional management services at C-level with P&L responsibility until permanent management is in place:
  • Restructuring programs and change management
  • Development of effective Board of Directors

Global Capital Markets

We have experience with the entire spectrum of capital formation, from early stage capital to venture capital and private equity to public stock exchange listings. Our extensive network of global capital relationships are made available to our clientele based upon their respective capital needs.

Early Stage Enterprise

For entrepreneurs seeking to secure early or growth stage capital in the US, we have experience in both the raising of early stage capital, with particular emphasis upon the technology centric enterprise. Services encompass the entirety of an investment transaction as follows:

  • Technology Collaboration and Commercialization
  • Introduction to early stage capital sources
  • Pre-money and post money enterprise valuation
  • Negotiation of terms of investment
  • Intellectual Property Portfolio management

International Tax Planning

We provide the full range of international tax services covering all cross-border tax issues, including:

  • International tax planning;
  • EU planning;
  • Offshore planning;
  • Transfer pricing;
  • Tax treaties;
  • Foreign tax credits and elimination of double taxation;
  • Contract manufacturing and limited risk distributions structures;
  • US-Italy cross border planning:
  • US federal and state tax planning;
  • Tax deferral for foreign profits;
  • Tax efficient repatriation strategies.

Corporate Services

We provide complete incorporation and entity formation services, by way of the following:

  • issuing and filing the required incorporation or formation papers with the state’s offices,
  • drafting operating agreements and by laws,
  • preparing initial entity’s resolutions for members, shareholders and directors,
  • obtaining entity’s employer identification number,
  • issuing membership or shares certificates for members and shareholders,
  • setting up entity’s bank account,
  • preparing and keeping a complete entity’s file and legal records.

We assist our clients in corporate reorganizations acquisitions, mergers and buyouts throughout all stages of the transaction, including the following:

  • initial negotiations, drafting and executing the memorandum of understanding or letter of intent;
  • business, legal, tax and accounting due diligence;
  • acquisition contract drafting, negotiation and execution;
  • pre-closing legal and tax review and assistance;
  • closing;
  • post-closing legal review.

We assist clients on drafting, negotiating and executing all types of international contracts, including:

  • International Joint Venture Agreements;
  • Agency and Sales Representative Agreements;
  • Intellectual Property Licensing Agreements;
  • Franchising Agreements;
  • Distribution Agreements;
  • Sale agency agreements;
  • Services agreements.