International Business Law

In today’s world, business operations are occurring more and more on the global stage. The number of U.S. companies exporting products and engaging in foreign operations continues to grow. In addition, foreign companies continue to invest heavily in the U.S. and rely on U.S. consumers to purchase their products. The nature of today’s economy has made it necessary for companies to operate in foreign markets, as well as to manufacture and sell goods and services worldwide.

WE HELP BUSINESSES GO GLOBAL

Our expertise in international business law has enabled us to support companies based in the U.S. and abroad as they play more aggressive roles in the international marketplace. Through our ongoing involvement in our clients’ international growth and our affiliations with prestigious law firm networks, we have been involved with transactions in more than 40 countries.

Many of our U.S. clients pursue opportunities in Canada, Europe, Asia and other parts of the world. We help them identify capital and strategic partnership opportunities, and guide them in establishing foreign entities, manufacturing facilities, and distribution channels. Our International Business Law Team understands the specific laws and customs that control how business is conducted in other countries. With cooperation and assistance from our network of local counsel, we can explain not only legal considerations but also the cultural challenges our clients may encounter.

In addition to helping U.S. companies penetrate foreign markets, we support foreign companies looking to establish U.S. operations. The U.S. offers lucrative markets, abundant capital and attractive acquisition opportunities. Americans spend vast sums of money on every kind of product and service, which creates rich opportunities for foreign business expansion into the states. Moreover, many U.S. companies are candidates for acquisitions by foreign companies seeking to capture existing markets or acquire U.S.-based research, development, manufacturing or distribution capabilities.

A BRIDGE TO INTERNATIONAL MARKETS

Phillips Lytle is a member of LawExchange Internationalopens in a new window, an association of independent law firms covering the world’s commercial centers within Europe, North and South America, Asia/Pacific and the Middle East.

Because of our affiliation with this worldwide group of trusted legal advisors, we can provide our clients invaluable knowledge when doing business in foreign markets in terms of navigating local laws, procedures, economic and business climates, cultures and politics.

FULL RANGE OF SERVICES

As Phillips Lytle is a full-service law firm, the following list highlights just some of the services we offer international business clients:

Compliance Counseling and Defense

In addition to the broad opportunities of the world marketplace, doing business internationally comes with regulatory risk. For U.S. companies doing business abroad, or foreign companies doing business in the U.S., this means potential exposure to several risks. We have experience helping our clients navigate issues and risks as they relate to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, as well as an array of international sanctions regimes (such as those pertaining to Iran and Russia) imposed by the U.S., the EU, and the UN.

Our international business attorneys help companies prepare for and navigate these risks by designing appropriate compliance programs to minimize corruption risks and mitigate penalties in the event of an investigation, conducting privileged internal assessments in response to possible violations, and defending the company to achieve reasonable and commercially workable settlements in the event of formal governmental action.

Facilities Security Clearances

Companies seeking to bid for U.S. government contracts – especially in the areas of defense and energy products and services – are often required to obtain a facility's security clearance to do classified work. Foreign-owned, foreign-controlled or foreign-influenced (FOCI) companies have particular challenges to navigate in obtaining such clearance. Our attorneys can provide critical assistance in providing guidance throughout this process.

Our attorneys are deeply familiar with the National Industrial Security Program Operating Manual. We work regularly with officials at the Defense Security Service (DSS) and Bureau of Industry and Security to expedite processing of Commercial and Government Entity (CAGE) codes and DD Form 441 documents, as well as representation in DSS clearance audits. For FOCI companies, our attorneys not only provide guidance through the SF-328 process but also have experience negotiating appropriate Social Security agreements (SSA) and finding approvable SSA Board candidates – all of which amounts to critical time saved in qualifying for U.S. government business opportunities.

Joint Ventures

Venturing alone in unfamiliar territory can spell disaster for any company. We help our clients set up joint ventures with financial and strategic partners to reduce risk, increase productivity and realize synergies. Our attorneys have represented clients in the formation of joint ventures in Canada, China, Germany, Ireland, Italy, Luxembourg, Mexico and the United Kingdom, among others.

Recapitalization/Restructuring

With the globalization of financial services and products, we routinely assist U.S. companies to secure financing from foreign banks and help foreign banks in financing transactions with U.S. companies. Examples include representation of a foreign bank with a $20 million increase in a credit facility secured by U.S. assets, and representation of a foreign bank in the purchase of $500 million in listed equity securities held by an investment fund based in the Cayman Islands.

Environmental

We routinely advise our clients on the unique environmental laws of various countries, conduct cost-benefit analyses for setting up foreign operations and assist in compliance matters. We also advise

foreign companies with U.S. operations on domestic environmental standards and represent them in matters before regulators and the courts.

Cross-Border Tax Issues

We evaluate the tax implications of setting up foreign subsidiaries and represent our clients before regulatory bodies. We also advise foreign individuals and companies on U.S. tax laws and represent them before local, state and federal taxing authorities.

Cross-Border Securities Claims

Our attorneys have extensive experience representing companies in securities-related lawsuits and arbitration proceedings.

Licensing and Worldwide Distribution Agreements

We create licensing agreements between our clients and foreign distributors and partners. One recent agreement involved the sale of medical products in Europe, Australia, Japan, and South America.

Mergers and Acquisitions

Our attorneys handle numerous acquisitions and divestitures for manufacturers, service providers, financial institutions, technology firms, emerging companies, and closely-held businesses. We have been involved in several mergers and acquisitions for U.S. companies with operations throughout the world, as well as companies domiciled in various countries.

Financial and Banking Transactions

Our client roster includes numerous major foreign and domestic banks. We regularly handle loan transactions where the borrower or guarantor is organized under the laws of a foreign country, and we also represent foreign banks in U.S.-based transactions.

Intellectual Property

Our Intellectual Property Team has relationships with more than 191 international law firms in 79 countries. Through these relationships, we are able to facilitate international trademark and patent work in a timely and cost-effective manner.

Litigation

Our litigation attorneys have assisted with a wide variety of international matters.

• Represented an Israeli bank in a U.S. estate claim.
• Filed breach-of-warranty action against an Italian printing press manufacturer.
• Represented a Canadian construction firm in arbitration over a U.S. project.
• Represented a UK company in New York State litigation concerning projects in the Dominican Republic and the Middle East.
• Represented a German company in a product liability suit in New York State.

Entity Formation

Our attorneys assist companies in selecting the most appropriate business structure for their opportunities, and we regularly represent foreign companies establishing U.S. subsidiaries. For example:

• We helped a UK company establish an assembly facility in New York State
• We set up a holding company for a Swedish bank
• We assisted in the formation of companies and subsidiaries in the Cayman Islands, the UK, Mexico and the Philippines
• We were involved in establishing a holding company in Luxembourg for a parent company’s multinational subsidiaries

In addition, Phillips Lytle attorneys assist clients with a broad range of corporate matters.

• We create agreements between our U.S. clients and foreign investors
• We help our U.S. clients deliver capital to their foreign subsidiaries
• We help foreign companies receive investments from other countries

Immigration

In the United States, we assist clients with border issues involving admission into the country. Additionally, we help prepare and file all employment-based applications, including H-1B (specialty occupations), L-1 (intracompany transferees), and TN (Trade NAFTA professionals) applications.

Our Immigration Team is recognized for their expertise in the EB-5 Immigrant Investor visa program. We have assisted U.S. companies in obtaining regional center certification from the United States Citizenship and Immigration Services (USCIS), which allows a company to accept investments from foreign nationals seeking U.S. residency under the investor visa program, while ensuring full compliance with U.S. securities laws and reporting requirements. We also have experience representing individual foreign nationals seeking permanent U.S. residency under the program.

In addition, our Banking & Financial Services Team represents EB-5 qualified entities in structuring, negotiating and closing EB-5 financings and investments secured by real estate, equipment and other assets.

Foreign Student Visitors

Since 1989, Phillips Lytle has hosted law students from several different countries. These students gain valuable hands-on experience with respect to U.S. law and business operations, while providing the firm with opportunities to continue building relationships with international law firms.

Phillips Lytle is proud to be a recipient of the 2018 President’s “E” Award for Export Service.