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International Business

Saul Ewing Arnstein & Lehr's International Business and Trade practice handle a wide variety of matters that impact a company’s ability to do business and compete in the growing global economy. We serve domestic and international clients positioned throughout the commercial chain – including U.S. and foreign-based manufacturers, software developers, pharmaceutical companies, universities, importers, exporters, distributors and financial institutions, as well as individuals.

Members of the practice advise clients on matters affecting trade in diverse economic sectors throughout the world, including raw and processed agricultural products, fisheries and aquacultural processing, manufactured goods, ferrous and non-ferrous metals, textiles and apparel, pharmaceutical and biotech research and development, video/electronic game development, transportation industries and energy services. In addition, attorneys advise clients on corporate structuring and on transactional and regulatory matters, including joint ventures, mergers and acquisitions. We also advise clients on financing, compliance, intellectual property, insurance issues, taxation, project finance, product distribution, technology licensing, restructuring, and international business issues. Attorneys also counsel non-U.S.-based businesses in accessing the public markets in the United States and becoming NASDAQ-listed companies.

Our team includes international lawyers and staff who are fluent in various languages, who have practiced in other countries, and who have handled matters involving parties from many different parts of the world. We have worked extensively to assist businesses and individuals to establish a presence in the U.S., and act as liaisons and “translators” to keep them advised of the legal environment in which they will act, and of differences in business practices and culture that can affect their success.

Core Capabilities

Matters before the U.S. Customs and Border Protection, including the classification, valuation and marking requirements for imported goods. In addition, we counsel clients with respect to the establishment and maintenance of Customs compliance and recordkeeping programs, provide strategic and technical advice for clients that anticipate or become subject to a Customs audit, and assist clients regarding their participation in the Customs-Trade Partnership Against Terrorism.  We also assist clients with U.S. Customs and Border Protection seizures of counterfeit or alleged counterfeit goods based on violations of intellectual property rights.

We counsel clients on the advantages of a range of duty preference programs, such as the Generalized System of Preferences, the Caribbean Basin Trade Preference Act, the African Growth and Opportunity Act, the Andean Trade Preference Act, and various free trade agreements to which the U.S. is a signatory. We also counsel clients on duty avoidance programs or duty deferral programs such as drawback and in-bond processing. We advise clients regarding compliance with requirements on imports administered by the Food and Drug Administration and the U.S. Department of Agriculture.

Energy and utility services for clients with needs domestically or around the world, including representing international energy clients seeking to establish renewable generation facilities in the United States and mergers and acquisitions by international companies of major domestic electric utility and water clients. In addition, we provide strategic advice on rate and regulatory matters to international energy clients domestically and abroad and provide regulatory advice to energy regulatory authorities throughout the world.

Taxation Law, including tax-exempt financing law for multinational companies, non-U.S. corporations having U.S. businesses, pass-through entities, professional associations, and wealthy individuals. We provide federal domestic and international tax advice to multinational companies and have handled a reverse reorganization acquisition of a Bermuda company, an inversion of a U.S. Company to Bermuda, and the formation of Netherlands, Switzerland, Luxembourg, and Iceland companies to transact business between non-U.S. and U.S. companies.

Mergers and Acquisitions. Members of the practice have served as lead counsel on wide variety of mergers and acquisitions, including cross-border transactions, and on initial and secondary public offerings, entity formation and joint ventures. We advise clients on financings and tax, antitrust and regulatory, intellectual property, and development matters.

Intellectual Property. We develop, protect, and manage the U.S. intellectual property (patent, trademark, copyright, trade secret) portfolios for companies around the globe and work with non-U.S. intellectual property counsel in developing, protecting and managing the non-U.S. intellectual property portfolios for U.S. clients.   We provide counsel as to U.S. and foreign regulation of technology transfers and other issues involved technology transfer and sharing arrangements between businesses and individuals. We also negotiate, review and prepare licensing and technology transfer and sharing agreements.

Unfair trade actions, including antidumping and countervailing duty investigations and administrative reviews, "global safeguard" investigations, and investigations of possible infringements of intellectual property rights by imports. We have represented all parties to these complex administrative proceedings, namely U.S. importers, U.S. manufacturers and foreign respondents.

Registration, restrictions and licensing requirements on U.S. exports administered by the Office of Foreign Assets Control, Department of the Treasury, the Bureau of Industry and Security, Department of Commerce and the Directorate of Defense Trade Controls, Department of State. In addition, we counsel clients regarding compliance with U.S. economic sanctions programs (e.g., with Cuba, Iran, Syria and North Korea) and reporting requirements regarding financial transactions administered by the Financial Crimes Enforcement Network, Department of Treasury.

Advocacy of clients’ interests before the U.S. Congress and Federal administrative agencies. Practice members have worked on the negotiation and implementation of free trade agreements, "domestic content" and “Made in USA” requirements under the Federal Acquisition Regulations and WTO Code on Government Procurement, issues arising under the Defense Federal Acquisition Regulations, vehicular requirements administered by the Department of Transportation, and unfair trade and competition issues before the Federal Trade Commission.

Helping non-U.S.-based businesses access public securities markets in the United States by assisting with private investment in public equity (PIPE) transactions, facilitating independent director candidates, implementing corporate governance measures and counseling clients with all reporting requirements under the Securities Exchange Act of 1934 and preparing the initial listing application for the NASDAQ Capital Market.

International business structuring and entity formation by providing business counseling to assist foreign companies with setting up a presence in the United States, including advice regarding the proper choice of entity, and we prepare documentation to form the entity and will make the necessary government filings. We provide similar services for U.S.-based businesses who wish to establish a presence in a foreign country.

Assistance with related international business matters, including distributorship and dealer agreements, employment benefit plans and other employee-related issues, investment registration with various U.S. government agencies and government regulation of specific industries. We also provide assistance with insurance issues.

Anti-Money Laundering. We advise financial institutions and other U.S. businesses on a broad range of issues involving anti-money laundering. Our experience includes pre-litigation counseling to companies on the reporting of suspicious activities and establishing anti-money laundering compliance programs, as well as reviewing and revising customer profile forms in order to allow our clients to procure the necessary information from their customers.

Foreign Corrupt Practices Act. We are able to counsel both U.S. and foreign businesses regarding corruption-related matters and provide assistance with establishing and implementing training and compliance programs. We also assist clients with conducting internal investigations of potential corruption issues, as well as investigations in connection with pending governmental investigations. Our services in this area include the representation of businesses in enforcement proceedings.

Estate Planning. We assist clients with coordinating their gift tax and estate planning in the U.S. and in foreign jurisdictions, including preparing wills and trusts in the U.S. and will coordinate with overseas counsel for the preparation of foreign estate plans. We also are able to handle international probate and work with foreign counsel to coordinate foreign estate administration.

Established Connections to the International Legal Community

To foster mutually beneficial relationships with the international legal community and better serve clients in this global economy, Saul Ewing Arnstein & Lehr is an active and leading member the Interlex Group. This relationship adds value to our domestic and international clients by providing additional resources enabling us to provide efficient and effective legal representation on a global basis. To learn more about Interlex, visit www.interlexgroup.com.

The Interlex Group provides a convenient and efficient source of qualified local counsel around the world for the Firm’s domestic clients involved in foreign transactions as well as litigation. As a result of our Firm’s membership in this organization, we have immediate and direct access to lawyers who have firsthand knowledge of a foreign country’s local laws, culture and business practices and environment. With this resource, we are able to quickly respond to our clients’ needs and provide qualified local legal assistance throughout most of the world.

Experience

Saul Ewing Arnstein & Lehr attorneys have handled these select international business matters in the representation of:

  • International Tax
    . A UK company in providing U.S. tax advice when it acquired a U.S. business and in coordinating tax advice in the UK, the Netherlands, Ireland, Luxembourg and Iceland.
    A U.S. multinational company that wanted to move to Bermuda on structuring its reverse reorganization.
    A U.S. private company in providing tax advice related to its expatriation to Bermuda.
    Numerous non-U.S. persons on U.S. tax issues concerning transfers of property, reporting gains from the sale of property, and investments in U.S. assets and businesses.
    A closed-in fund in addressing non-U.S. persons’ tax consequences and forming a Bermuda investment vehicle.
    Non-U.S. companies with U.S. shareholders in providing advice on spin offs.
    A non-U.S. company in the sale of its shares for cash to a U.S. company and what reporting was required for the non-U.S. shareholders.
    Several foreign companies in providing advice regard to doing business in the U.S. and their U.S., state and local tax responsibilities.
    U.S. nonprofits that conducted activities outside the U.S. in obtaining tax exemptions.
  • Mergers and Acquisitions
    A large French telecommunications company in conducting due diligence and negotiating its acquisition of a U.S. telecommunications company.
    A large public company in serving as special government contracts and due diligence counsel in connection with its $45 million acquisition of the vaccines business of a division of a privately owned company in England.
    An international company in serving as due diligence counsel in a competitive auction process for the $1 billion acquisition of a global engineering company.
  • Energy and Utilities
    A global energy company based in Spain in securing renewable energy permits for wind generation in Pennsylvania.
    A global corporation in its acquisition of American Waterworks, Co. Inc., which at the time of the acquisition was the largest U.S.-based water utility with operations in more than 25 states.
    The U.S.-based operations of a French utility in securing regulatory approvals in connection with its merger with Gaz de France.
    A French-owned utility in regulatory filings before various state commissions.
    A South African electric utility company in providing strategic advice on regulatory issues involving the filing of a multi-billion-dollar rate case and a rulemaking, which involved establishing a fuel clause adjustment mechanism.
    A UK-based energy company in providing strategic advice on its U.S.-based operations that serves approximately five million customers in the U.S.
  • International Trade and Antidumping Investigations
    U.S. companies as plaintiff in the U.S. Court of International Trade in a case of first impression regarding an important provision of an antidumping statute that resulted from the Uruguay Round of WTO negotiations. As a result of the court’s favorable decision, federal agency practice was clarified, new regulations were promulgated, and the U.S. companies acting as plaintiff received tens of thousands of dollars in U.S. Customs duties refunds.
    A trade association of U.S. steel manufacturers and a trade association of U.S. ferrous metals manufacturers as petitioners in antidumping investigations against unfairly traded imports from major foreign suppliers. In both actions, the investigations resulted in antidumping orders that helped impose a “level playing field” on the U.S. market.
    U.S. importers of various goods in negotiating substantial reductions in proposed U.S. Customs penalties.
    U.S. companies in counseling on the design and implementation of various programs involving international trade, including participation in the Customs-Trade Partnership Against Terrorism (C-TPAT) program, internal export control compliance programs and duty drawback programs.
  • Labor, Employment and Employee Benefits
    Management in all aspects of U.S. labor and benefits laws, including the U.S. portion of cross-border labor and employment law issues and the extraterritorial application of U.S. labor and antitrust laws.
    U.S. ports in agency and federal court proceedings involving labor actions by a Japanese dockworker union.
    A U.S. telecom company in a licensing arrangement with the Republic of Korea (South Korea).
    U.S. government contractors on the extraterritorial reach of U.S. prevailing wage laws.
 

Recognition

The group includes attorneys who have received the following recognition:

Trade Groups & Associations

Contacts

William S. Gee
Mark D. Simpson