International Business Practice
Gateway to America®
Foreign companies face many challenges in expanding their business activities to the United States. To set up operations in the U.S., foreign firms require a wide range of basic legal services, including subsidiary formation, commercial contracts, real estate leasing, tax, employment and benefits advice, governmental licensing, intellectual property protection and dispute resolution. For transactions such as financings and business acquisitions, foreign firms need sophisticated legal advice with knowledge of current market practices.
Smaller U.S. law firms generally lack the breadth of practice areas to service foreign clients comprehensively. Foreign companies, particularly in the middle market, are often shocked at the fees larger U.S. firms charge and disappointed by the inattentive service they provide. How can foreign companies find the full range of legal services they need, and the partner-level personal service they deserve, at a reasonable cost?
CL&M provides a cost-effective, “one-stop shopping” solution for foreign companies in the U.S. for everything from day-to-day operating issues to complex transactions and litigation.
We bring to every project two constant goals: we will be even more responsive to our clients than they expect, and we will always maintain focus on our clients' business objectives when addressing their legal needs. The firm’s Partners for Your Business® client service commitment includes partner-level attention to client matters and legal solutions crafted with an understanding of the client’s business. Attorneys in all our practice areas have experience dealing with special issues relevant to non-U.S. clients.
Our international transaction experience is global and we have in recent years worked on deals involving companies in Israel, Canada, Denmark, the United Kingdom, Russia, India, Japan, Spain, Italy, Australia, China, Norway, Finland, Poland, Switzerland, Bermuda, Hong Kong, South Africa, Germany, Ireland and Sweden.
Transactional Planning and Advice
Foreign companies grow their business by expanding into the U.S. in three principal ways:
- Financings in U.S. capital markets,
- Acquisitions of U.S. businesses,
- Distribution Agreements, Joint Ventures, Licensing and Strategic Alliances.
We have completed numerous transactions for our foreign clients in each of these areas. We respond quickly with partner-level attention, know the markets and close the deals at costs our clients find reasonable.
We have worked on a substantial number of private and public financing transactions for foreign issuers listed or to be listed on Nasdaq or the New York Stock Exchange and for many privately held companies. Some of these are set forth in the attached Financing Transactions deal list. We have particularly strong experience working with technology companies and have represented biotechnology, software, medical device and other life science firms. Our deal range includes initial public offerings (IPOs), primary and secondary public offerings, shelf offerings, tender offers, private investments in public equity (PIPEs) and offerings of both debt and equity securities as well as bank loans and structured finance transactions.
Mergers and Acquisitions
As the attached M&A deal list shows, we have also negotiated and closed dozens of M&A transactions in recent years involving foreign companies. Stock and asset purchases, mergers, tender offers, plans of arrangement and other special structures-- our experience runs the full spectrum of M&A work. We regularly represent both buyers and sellers, including companies which are publicly traded either in the U.S. or abroad.
Joint Ventures and Technology Transfer
Foreign companies often expand their business into the U.S. by partnering with companies already doing business here. Companies with sophisticated technology products often look to the U.S. to expand markets, pharmaceutical companies outsource drug development by partnering with biotech companies and software companies exploit their proprietary technology through a variety of licenses. The attached deal list describes a few of the recent technology transfer and joint venture transactions which we have negotiated for our clients.
Everyday Business Needs
Setting Up in the U.S.
We advise companies on all 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, and
- complying with local laws and regulations
Cross-border and international tax planning
Foreign companies engaging in business in the U.S. must deal with issues ranging from state and local sales taxes, to complex international transfer pricing. Our tax team can handle all of these questions responsively and cost-effectively.
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 group is a recognized leader in the area of employee noncompetition covenants and employee poaching litigation -- services regularly utilized by the U.S. operations of our foreign clients like UK-based interdealer broker ICAP plc and UK-based public relations firm Financial Dynamics.
Intellectual Property Protection
Branding, trade secrets, piracy protection -- these and other Intellectual Property issues are crucial in competing in the global market. Our IP group is expert in patents, trademarks, copyrights and trade secret law.
We can design your U.S. IP strategy and work with your home country advisors to ensure your international IP approach provides comprehensive protection.
We manage trademark and copyright portfolios aggregating thousands of marks and works for clients such as England’s United Business Media plc, Germany’s GfK US Holdings, Inc., and Israel’s Teva Pharmaceuticals Industries, Ltd., and represented these clients in successfully opposing numerous registrations of infringing marks, and in other trademark and copyright policing -- stopping everything from infringing web sites to infringing toy guns.
CL&M Service and Cost Control
Our Partners for Your Business® approach ensures that a senior attorney will always be available to assist you, no matter how big or small the matter. Carter, Ledyard also tries to add value by introducing our clients to prospective business partners, sources of financing and other useful contacts worldwide. We do not "overlawyer" transactions, either in staffing or paperwork. Finally, we work closely with our clients to ensure that our fees for legal services correspond to the value delivered.