International Services Group
In today's global marketplace, business leaders must depend upon counsel with knowledge and resources to meet the challenges of international commerce and regulatory environment. Frost Brown Todd has built a solid reputation of meeting those challenges through its International Services Group. Offering the experience and legal skills that U.S. businesses need to operate abroad, our lawyers also assist foreign businesses as they expand into U.S. markets.
To view additional international law resources, visit ISG's Global Law website.
Concentrating on international trade compliance, corporate, commercial, tax IP licensing, labor and immigration issues, ISG maintains close professional and personal relationships with more than 62 major law firms worldwide through Multilaw. These relationships help us to efficiently serve client transactional needs stateside while promptly advising on trade and litigation matters around the globe.
Our Services Include:
Product Distribution and Licensing Agreements
Our International Services Group assists with the licensing of a company’s goods and services in a foreign environment through applicable rules and regulations. Also, the group analyzes and reviews potential business structures and the various risk factors. The International Services Group can assist during licensing and other contractual agreements in the following areas:
- Franchise and Distribution Arrangements
- Regulations Regarding International Goods and Services
- Tax and Tariff Minimization
- Foreign Tax Laws and Foreign Tax Treaties
- Licensing Agreements
- Commercial Agency Agreements
- Toll Manufacturing Agreements
- Business Construction Agreements
- Contract Packing Agreements
- Structuring of Royalty Payments
- Technology Transfers
- Foreign Trade Sub-Zones
- Registration of Patent, Copyright, and Trademark Documentation
- Sale of Goods
Mergers & Acquisitions, Joint Ventures and Direct InvestmentOur International Services Group assesses risk coordinating proceedings for those business buying foreign entities in addition to asset analysis:
- Tax free reorganizations and taxable mergers
- Share and asset acquisitions
- Tender and exchange offers
- Going private transactions
- Auction sales
- Purchases of divisions, subsidiaries or entire companies
- Strategic alliances and joint ventures
- Strategic Board of Directors planning, including takeover defense mechanisms and executive retention planning
- Divestitures of non-strategic divisions and subsidiaries
- Recapitalizations and restructurings
- Acquisitions in insolvency situations, including "cleansing" transactions
Services include:
- Advice on structuring transactions
- Assistance with "due diligence" investigations
- Assistance with negotiation and drafting of preliminary documents, including confidentiality agreements, term sheets and letters of intent, no-shop and no-solicitation agreements, engagement contracts with investment bankers and related documents
- Antitrust planning and regulatory compliance
- Tax planning, including split-offs, spin-offs, Section 338 elections, preservation of loss carry forwards, special problems arising with pass-through entities, allocations of purchase price, etc.
- Assistance in negotiation and documentation of definitive acquisition documents
- Securities compliance, including proxy statements, prospectuses, tender offer documents, offering memoranda and related documents.
- Assistance with financing arrangements including conventional, mezzanine and subordinated debt, preferred stock, common stock and seller financing and the related inter-creditor subordination and other agreements.
- Executive employment, severance, stock option, restricted stock and related compensation arrangements, confidentiality, non-competition and consulting agreements.
- Stockholder and voting agreements, voting trusts, close corporation agreements and related documentation.
- Assistance with compliance with special requirements affecting regulated industries, such as telecommunications and insurance companies, national banking associations, other financial institutions and mutual funds.
- Assistance with employee benefit compliance, including termination or merging of pension plans, participation of employee stock ownership plans in acquisitions, mergers and recapitalizations, multi-employer withdrawal liability, and unfunded liabilities for pension and retiree health plans.
Obtaining and Enforcing Global Intellectual Property
In today’s new economy, intellectual property can be a company’s key asset. Patents, trademarks, copyrights and trade secrets can be pivotal to a company’s success. Frost Brown Todd’s experienced Intellectual Property Group helps our clients put together cost-effective IP strategies and execute those strategies on a worldwide basis, with assistance from our worldwide network of associates. In addition, we have helped our clients license their technologies and set up technology transfers internationally. Finally, our experienced IP litigators can, on a cost-effective basis, enforce our clients’ intellectual property to stop infringers.
Labor and Immigration
Our attorneys assist clients in securing visas and work approvals for personnel, both from foreign countries in the United States and from the United States in foreign countries (with the help of foreign counsel), and advises clients on expatriate tax planning issues, such as:
• Business Visas, Non-Immigrant (Business Visitor, Intracompany Transfer, Treaty Trader/Investor, Professional Worker, Designated Profession, Student)
• Immigrant Employment
• Immigrant Family Petitions
• Court Proceedings, Asylum & Deportation
• INS Fine Reduction Proceedings
• Employment Compliance Violation Proceedings
• Carrier Illegal Transport Proceedings
International Trade Compliance
International Trade Compliance involves a full range of services governing Customs, Import and Export rules, new security regulations and trade agreements.
In today's global business environment, good business practice demands that multinational companies take steps to ensure that they are acting in a lawful manner, while avoiding the appearance of impropriety. Failure to obtain proper export licenses or noncompliance with U.S. Customs rules and regulations may result in criminal or civil penalties and revocation of import or export privileges. Depending on the regulatory determination of the applicable controls, certain businesses are required to register with the federal government. Frost Brown Todd helps clients develop programs designed to assist directors, officers, owners and employees in all aspects of compliance.
In response to September 11 th, the federal government began developing new industry-wide security standards designed to prevent terrorists from getting weapons of mass destruction into the country and keeping U.S. weapons and technology from being exported to terrorists and unfriendly regimes. On the import side, U.S. Customs is actively seeking company participation in programs, known as the Customs-Trade Partnership Against Terrorism or C-TPAT and the Container Security Initiative (CSI). In exchange for implementing C-TPAT and CSI security policies and procedures, companies will receive a significant number of benefits that include:
• Reduced inspections
• Assigned account managers
• Reduced wait times at border crossings and U.S. ports of entry
• A chance to self-police
In light of the changes in the international trade environment businesses need to reexamine their policies and procedures to ensure they are in compliance. C-TPAT and CSI compliance assistance provided by Frost Brown Todd’s International Services Group include:
• Questionnaires
• Supply Chain Security Self-Assessments: Policies and Procedures
• Education and Training Programs
• Supply Chain Security Providers -- Minimum Security Requirements
• Compliance Assessments
• Appropriate Documentation
The USA Patriot Act affects both imports and exports. It contains strong measures to prevent, detect and prosecute terrorism and international money laundering. The Act is far reaching, covering a broad range of financial activities and institutions. Without conscious knowledge a U.S.company could be dealing with an individual or institution with ties to terrorist organizations. Frost Brown Todd can assist companies through:
• Compliance with OFAC Specially Designated Nationals List (denied persons)
• Due Diligence for Trade Transactions and Financial Institutions
• Verification about Individuals and/or their Associates
• Compliance with U.S. Sanction rules
• Risk Analysis
• Appropriate Documentation
Other regulatory compliance services Frost Brown Todd’s International Services Group can provide include:
• Customs/Importing/Internal Audits and Self-Assessments
• Customs and Import Regulation Compliance Assessments
• Customs and Import Regulation Compliance Program Development
• Customs and Import Regulation Compliance Training and Education
• Antidumping and Countervailing Duties
• Record Keeping, Valuation/Appraisement and Classification
• Classifying Imported Goods Under the Harmonized Tariff Schedule
• Determining Country of Origin
• Appropriate Labeling and Marking Requirements
• Facilitating Entry of Imported Goods
• Preparing Invoice Documents
• Determining Dutiable Value
• Evaluating Transfer Pricing and Related Party Issues
• Compliance with Customs Modernization Act (MOD Act) Requirements
• Transshipment
• Country of Origin Disputes
• Transfer Pricing Issues
• Compliance Assessment Team Audits (CAT audits)
• Generalized System of Preferences (GPS) Matters
• Grey MarketImportation Counseling
• Intellectual Property Registration with Customs
• Reasonable Care Issues
• Petitions for relief from fines, penalties, merchandise seizures and merchandise forfeitures
• Ruling requests and advisory opinions
• Duty drawback
Exporting
Frost Brown Todd’s International Services Group also assists clients in complying with the various exporting regulations, such as:
• Classifying Goods under Export Administration Regulations
• Export Regulation Compliance Assessments
• Export Regulation Compliance Program Development
• Complying with Export Regulations
• Record Keeping
• Export Compliance Manuals
• Audit Company Export Policies and Procedures
• Transaction Screening (denied parties)
• Compliance Training and Education
• Compliance with U.S.Sanctions
• Anti-boycott and Foreign Assets Control Rules
• Export licensing requirements and procedures
• Obtaining Export Licenses (including licenses from Office of Foreign Assets Control)
• Advising in Connection with U.S. Foreign Corrupt Practices Act (anti-bribery)
Trade Remedies
Frost Brown Todd offers trade remedies through the settlement of issues such as country of origin, copyright and trademark infringement, anti-dumping measures, and boundary or territory disputes. In addition, our attorneys provide arbitration of unsettled disputes.
Disputes can arise across international borders as protocol and procedures can be unfamiliar to one or both parties. Also, international laws need to be observed and understood. ISG can help with this process in the following areas:
• International trademark and copyright infringement
• Public/Sovereign States Law Advice
• Settlement Structuring for International Disputes
• International Litigation and Arbitration
• Counsel for Litigation-related Contract Clauses
• Product Liability Issues
• Choice-of-Law Terms
• International Estate Planning
• Transfer Tax Treaties’ Effects
• Fraud Claims
• Anti-dumping Investigation
International Evidence Gathering
Frost Brown Todd, in association with the American Bar Association, has developed a directory on how to obtain evidence in a foreign country for use in a U.S. court proceeding or arbitration.
The country summaries contain information that will assist U.S. attorneys looking for basic information on how documentary and testimonial evidence can be gathered in a particular country for use in litigation and arbitration in the United States. Please click here to view the directory.
The country summaries contain information that will assist U.S. attorneys looking for basic information on how documentary and testimonial evidence can be gathered in a particular country for use in litigation and arbitration in the United States. Please click
here to view the directory.
Visit
http://isg.frostbrowntodd.com/toolkit/ for timely news, international markets and travel links.
International Stock Markets: