Represented a U.S. Tech Company During a European M&A Deal
We assisted our client, a U.S. public tech company, in the acquisition of a Euro/U.S. target. We performed a CFIUS analysis, assisted with the acquisition agreement, performed due diligence and assisted with governance issues while coordinating with European counsel.
Oversaw the Complex Acquisition of a USA-Based Nuclear Service Company
Description: Our client, an agriculture and engineering group, acquired a nuclear engineering company. We drove a successful CFIUS filing process, necessary because national security and government contracts were involved. We handled all aspects of the complex deal, from start to finish.
Assisted with the Acquisition of a Cyber Security Specialist
We assisted our client, a European government-owned entity, during the acquisition of a cyber security specialist. We drove a successful CFIUS filing process, which was necessary because national security and government contracts were involved. We also assisted on agreement issues and coordinated with European counsel.
Strategic Acquisition of Workflow One for $218 Million by Standard Register
Financial Institutions International Regulation
To ensure regulatory compliance and enforceability, we canvas more than 50 countries in detail regarding treasury management, capital markets and other bank products that could relate to parties in these countries.
Perform Due Diligence for Private Equity Funds
We perform due diligence on U.S. targets for U.S. and foreign private equity funds and their foreign counsel.
Venture Capital Fund Formation
We serve as the fund formation and portfolio target acquisition counsel.
Cross-Border Financial Institutions Lending and Regulations
We routinely close inbound and outbound cross-border loans and guarantees, and the sale of other treasury management and capital market products, while working closely with foreign counsel to ensure regulatory compliance and enforceability.
Committee on Foreign Investment in the U.S. (CFIUS)
We routinely analyze transactions to determine the applicability of the CFIUS process, and make the required filings to obtain U.S. government pre-approval of cross-border transactions, including structuring remedial measures to modify governance and operational and reporting procedures.
OFAC/Embargoed Countries/Denied Parties/Export Control
Represented numerous clients in determining the legality of transactions with U.S. embargoed countries / OFAC.
Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity
Licensed Manufacturer and Distribution
Represented several large private manufacturers and public companies with respect to licensing Indian, Chinese and other foreign companies to manufacture and sell products to the client and to end users in a Territory. Repetitive experience in this area leads to speed and efficiency.
Complex Joint Venture & Multi-Million Dollar Debt Financing of Client
As a Dinsmore client was looking to expand its operation and service presence into a global marketplace, it sought a Hong Kong entity with manufacturing capability for production of its wind energy products that were to be sold under sales/master distribution arrangements in Asia and Europe. Structural, tax, governance, IP ownership, business plans, capital contribution and other issues demanded close attention by client personnel and the legal team. The transfer of unregistered technology, the client’s equity structure, operating in both Hong Kong and the People’s Republic of China, coupled with a complicated business plan and detailed financing aspects, created the complexity of this transaction.
Dinsmore & Shohl quickly formed a multi-disciplinary team of lawyers from areas including Mergers & Acquisitions, International Tax, IP, and Commercial Lending. After a thorough assessment and advice from both the People’s Republic of China and Hong Kong counsel, Dinsmore lawyers negotiated and prepared the complete extensive package of Joint Venture and Financing documents for this complex equity transaction.
Counsel to Startup Through Growth Into International Distributor of Products
We provide strategic and litigation counsel to our client from startup as a two-person operation through the growth of the company into a market leader with international product distribution via online and brick and mortar outlets. Our counsel has grown from trademarks to a global patent portfolio to tax consequences to importing and exporting matters.
Cross-Border Acquisition by Merger and Stock Purchase
Public Company Asset Sale
Represented a publicly-held company in the sale of portfolio business in a cash for assets transaction with a principal competitor.
Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures
Sale of Start-Up Tech Company
Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing. Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.
Venture Capital Transaction
We represented the owner of cutting-edge combuster technology in the creation of a new company with client intellectual property and patents combined with private equity contribution. We leveraged our unique venture capital and intellectual property experience to streamline the transaction.
Executive Employment and Compensation Agreements
We have represented numerous clients in the negotiation of executive employment and compensation agreements on initial hiring and in the private equity, venture capital, and mergers and acquisition context.
Our firm has represented numerous technology, e-commerce, engineering and manufacturing clients in the analysis of laws, regulations and classifications to determine Export Control licenses with the U.S. Commerce Department.
Crossboarder Mexican Equity Joint Ventures
Among numerous Mexican joint ventures, we represented our client, an automotive company, in a complex equity joint venture in Mexico, including land acquisition, construction, labor, manufacturing and other agreements. Decades of experience shortened the transaction timeline and reduced costs.
Fortune 50 Joint Venture
Our firm represented The Procter & Gamble Company in a research consortium and joint venture with the University of Cincinnati, utilizing a unique combination of tax, non-profit and corporate attorneys to complete a complex transaction.
Closely Held Company PRC Joint Venture
Among several PRC joint ventures, we represented a private lubricant oils company in a complex lubricant oils equity joint venture negotiated in the Peoples Republic of China. Decades of experience shortened the transaction timeline and reduced costs.
Outsource of High Technology Services
Among numerous outsource transactions for Fortune 50, public and private companies, we have represented First Data, a leading technology service provider, and its predecessors, for over two decades in numerous service/outsourcing contracts and litigation with various governmental and state agencies. Our work included reviewing government proposals for service, as well as drafting and negotiating licenses, software and hardware contracts, service contracts, employee agreements, teaming agreements, prime/sub third-party contracts and consulting agreements governing individuals and teams that implemented solutions and ultimately performed the contracted services. We worked with countless state, county and municipal agencies around the country, crafting contracts and agreements that were in compliance with local and state laws relating to service and product delivery, confidentiality, privacy and competition. Our client frequently provided services to the Department of Jobs and Family Services, Department of Agriculture and other similar departments in various states, and we had to carefully construct agreements to meet both state and federal compliance to ensure funding, Our work included establishing an agreement with a state agency that enabled the monitoring of in-house care providers, as well as an agreement that consolidated and expedited various multi-state government welfare programs. We also handled agreements relating to various types of technology, including electronic funds transfer, e-commerce, tax collection, call centers, child support and interactive voice response, structuring agreements to protect our client's interests as they provided these services to various state governmental and regulatory agencies.
Outsourcing of technology
Representation of British Software and Technology Companies
We frequently represent a number of British software and technology companies with respect to U.S. licenses and agreements, tax, employment, immigration, entity formation, leasing and related matters. Our large pool of similarly-situated clients increases our speed and efficiency.
Foreign Corrupt Practices Act, Anti-Bribery and Anti-Money Laundering Compliance
We routinely assist public companies, their subsidiaries and private companies in creating effective compliance programs. We recently concluded, on an efficient basis, providing contract provisions, re-drafting international sales and distribution contracts, creating and suggesting training power points and software modules, drafting third-party and employee periodic compliance questionnaires and certificates, advising on internal audit functions and related procedures and revamping client compliance policies. We were proud to add significant value to the client’s compliance and prevention efforts.
Financial Institutions M&A: Tax Free, Stock for Stock "Merger Conversion"
Represented numerous thrifts, community banks and large financial institutions in numerous mergers and acquisitions, including a complex transaction involving representing a large publicly-held bank holding company in its acquisition of a mutual savings bank in a simultaneous mutual-to-stock conversion and stock-for-stock merger.
Supply Chain Research and Development, Confidentiality and Non-Dislosure Agreements in Asia
We represent a public medical-related company with respect to supply chain research and development, confidentiality and non-disclosure agreements in Taiwan, China, Singapore and Asia generally. Our extensive experience coupled with local counsel whom we know well creates a quick and efficient result.
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