International BusinessExperience
Inbound U.S. Intellectual Property and Trademarks Registration and Transactional Advice
We have provided a number of Indian companies with inbound U.S. intellectual property and trademarks registration and transactional advice.
Acquisition
Acquisition of factory assets and operations in the Peoples Republic of China by our client for an undisclosed amount. The client engages in the design, manufacture, marketing and services of semi-conductor processing equipment used in the fabrication of integrated circuits.
U.K. Holding Company Reorganization
Representation of a holding company headquartered in the United Kingdom in the restructuring of its United States operations. Advice included (i) U.S. International tax advice on the minimization of the organization's worldwide effective tax rate, including transfer pricing analysis; (ii) analysis of the U.S. - U.K. tax treaty with respect to intercompany payments; (iii) advice regarding expatriate U.S. tax liability and (iv) re-incorporation of the U.S. subsidiary ("F reorganization") to minimize state and local taxes.
International Joint Venture Formation
Represented the client in establishing a joint venture with a Canadian firm by means of a license of intellectual property combined with an equity option agreement.
Acquisition
We represented the Purchaser in the acquisition of 100 percent of the shares of PP Medizintechnik GmbH, a German corporation, from Paragon Secondary Partners L.P. and Gerhard Glufke. The purchase price was €55 million ($74 million). Working with the assistance of German local counsel as necessary, we prepared and negotiated the Share Purchase Agreement and all related closing documents, and reviewed all due diligence in this transaction.
Purchase of Assets
We represented the purchaser of substantially all of the assets of Oerlikon Optics U.S.A., the U.S. operating arm of OC Oerlikon Management AG, a Swiss corporation. The purchase price was $6,200,000, with certain adjustments. A critical component of the transaction was the negotiation of a technology license agreement with the Swiss parent. Technology issues were negotiated with the Swiss entity and added a level of heightened complexity to the transaction.
Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures
We have represented a number of French and British technology companies with respect to inbound (FDI) merger and acquisition purchases of U.S. company, creating cross border equity joint ventures. Our years of experience and large number of these clients speeds the process and transactions.
Purchase of Membership Interests
Purchase of 100 percent of the membership interests of SphereOptics, LLC, a New Hampshire limited liability company. SphereOptics, in turn owned 100 percent of the ownership interests of SphereOptics SARL, a French company, and 10 percent of the ownership interests of SphereOptics GmbH, a German company. The initial purchase price plus an earn-out payment totaled $6 million. Closing date was January 19, 2010. The French and German interests required heightened due diligence and negotiation of specific representations and warranties, which we achieved with the assistance of local counsel. The French component involved last-minute tax planning to minimize the effects on French executives.
Establishing Foreign Subsidiaries Around the World
We have represented scores of foreign subsidiaries, sometimes for the same client, from international labor and employment issues to tax and corporate issues. We leverage our long history of assisting clients to expand internationally through foreign direct investment.
Halma Acquisitions
Growing a business is challenging, even with the opportunities offered by today’s global marketplace. Expanding your product and service offerings to your customers requires a strategic vision and focused plan, as well as the resources to pull it all together.
Halma, p.l.c., is an international group of technology companies with its headquarters outside of London, England. Halma has worked with Dinsmore for nearly 25 years. In that time, Dinsmore has represented Halma through a multitude of acquisitions, both domestically and abroad, as Halma has grown to become a global leader in health and safety technology.
When the opportunity recently arose to acquire two companies to boost Halma’s Health and Analysis sector, the company again turned to Dinsmore for counsel. The acquisitions of California-based Sensorex, Inc. and Pennsylvania-based Accutome, Inc., offered myriad challenges. As the deals progressed, it appeared Halma would be able to announce the closings of both transactions to the Stock Exchange on the same day.
Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.
On the Accutome deal, we were faced with the unique task of sequentially structuring the deal to comply with tax law related to the acquisition of Accutome’s Dutch subsidiary. Because of the tax implications of acquiring a subsidiary through one Halma affiliate, while acquiring the parent company through another affiliate, we were asked to ensure that the transaction involving the subsidiary was closed before the U.S. transaction was completed. This required that we coordinate compliance with Dutch requirements in real time, in order to complete the transaction prior to opening of the European markets.
Accutome is primarily known for designing diagnostic equipment used to identify eye conditions and for innovative surgical instruments. Sensorex, a manufacturer of electrochemical water sensors, will enable Halma to enhance its water analysis and water quality programs. Assisted by Dinsmore’s counsel, Halma continues to grow and expand its product offerings to clients and position itself as an industry leader.
Stock Purchase
Represented the publicly-held purchaser of a Canadian venture-funded software company.
Outsource of Rationalization of Legacy Computer ERP Systems
We represented a NYSE-traded office supply company in the outsourcing of rationalization of Legacy computer ERP systems. Because of significant past outsourcing experience, we simplified and streamlined a very complex transaction.
CAE, Inc., et al. v. Three Cities Research, Inc., et al., District of Oregon
I played a lead role in obtaining dismissal in 2009-2010 of a $97 million claim brought against a private equity fund and pertinent directors and officers in Federal District Court in Oregon. The case, brought under civil RICO provisions, involved an international transaction with Canadian entities, and concerned alleged contingent consideration owed under a stock purchase agreement. The issues had been previously raised in Canadian proceedings and remain subject to international arbitration in Canada. I served as the lead attorney in extensive briefing on issues involving forum non conveniens, abstention, arbitration, and RICO, which led the Court to dismiss the case with prejudice.
Foreign Corrupt Practices Act and Enforcement Defense - Executive Training/Presentations
We provide executive training and presentations to multiple public and private clients on issues related to the Foreign Corrupt Practices Act and enforcement defense. There is a great cost/benefit to clients as we tailor prior-used proven training materials and methods to specific client needs.
International
Represented U.S. companies and foreign-owned companies with U.S. subsidiaries with respect to U.S. export controls, Commerce Department regulations, and Office of Foreign Assets Control regulations.
Represented British software and technology companies for U.S. licenses and agreements, tax, employment, immigration, entity formation, leasing and related matters.
Represented U.S. companies with respect to distribution agreements for countries in Europe, Asia, North America, South America, and Australia.
Represented private manufacturer of paint applicators in German joint venture.
Information Technology Outsource (ITO)
We represented our client, a NYSE manufacturing company, in outsourcing its IT Department to Hewlett Packard with India Component. Because of significant past outsourcing experience, we simplified and streamlined a very complex transaction.
Cross-Border Acquisition
Dinsmore & Shohl recently represented CollabNet, Inc., a Silicon Valley-based company that is the recognized leader in Agile lifecycle management in the Cloud, in its acquisition of Codesion, Inc. (formerly CVS Dude) in a multi-step cross-border merger and reorganization transaction. Codesion is an Australian-based company that provides the world’s leading enterprise-grade Subversion hosting platform and serves more than 3,400 customers and 70,000 users in 90 countries. CollabNet founded the industry-leading Subversion open source project in 2000 and remains the project’s principal sponsor. The CollabNet TeamForge ALM platform, CollabNet Subversion software configuration management (SCM) solution, and ScrumWorks® project and program management software enable teams using any environment, methodology, and technology to increase productivity by up to 50% and to reduce the cost of software development by up to 80%.
Internal Reorganization
Represented a U.S. company with complex U.S., Canadian and Swiss corporate structure in reorganizing as necessary to preserve U.S. tax benefits from pre-Chapter 11 losses.
