Inbound U.S. Intellectual Property and Trademarks Registration and Transactional Advice
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.
China PRC Representative Office and WFOE (Wholly Foreign Owned Enterprise) Creation
We have represented a number of companies, including a large consumer products manufacturer, in matters related to the China PRC Representative Office and the creation of WFOEs (Wholly Foreign Owned Enterprises). We have cost-effectively and repeatedly teamed with local counsel in these matters.
OFAC/Embargoed Countries/Denied Parties/Export Control
Represented numerous clients in determining the legality of transactions with U.S. embargoed countries / OFAC.
U.K. Holding Company Reorganization
International Joint Venture Formation
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.
Stock Sale for Cash
Purchase of Assets
Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures
Purchase of Membership Interests
Establishing Foreign Subsidiaries Around the World
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.
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.
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.
Construction and Services
Our firm represented several large private companies with respect to Construction and Construction Services Agreement for a Mexican plant construction. We teamed with top local counsel to achieve sound US terms valid under Mexican law.
China Representative Office and Entity and Operational / Compliance Issues
Represented several large private companies with respect to sales, Representative Office and subsidiary issues in the Peoples Republic of China. Identifying key legal issues then teaming with great local counsel led to quick resolution.
Our firm represented US subsidiaries and European parent companies with respect to OFAC, Office of Foreign Assets Control, Export Control, Commerce Department, Regulations on ability to sell products through European parents with end users in Iran and Syria and other embargoed countries. Practical analysis and solutions permitted sales of same goods.
Counseled Our Client Through Complex Satellite Communications Transactions Involving Multiple Organizations
We represented SkyVision Global Networks Ltd., a Bermuda limited company in a series of complex, cross-border transactions concerning the sourcing and distribution of satellite communications capacity. The transactions involved upwards of a dozen different counterparties and our client played multiple roles across the interrelated contractual relationships including buyer, seller and reseller of various goods and services. In addition to sophisticated contract drafting and negotiation with respect to each agreement, our charge required a great deal of coordination, strategy and attention to detail given that the rights and obligations of our client under one agreement created implications and dependencies across other contracts and counterparties. Ultimately, we were successful in partnering with our client as it embarked on a significant step forward in the scope and scale of its operations.
Outsource of Rationalization of Legacy Computer ERP Systems
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.
American Automobile Industry Supplier v. German Automobile Industry Supplier
I served as lead litigation counsel, successfully assisted our client, a European manufacturer and supplier of tooling for the automobile industry, in avoiding suit in the United States. This particular German manufacturer has always tried to keep its operations and management within Germany. It has also sought to avoid the hassle and expense of legal proceedings in foreign venues. In 2007, however, this manufacturer was sued in the United States District Court for the Northern District of Ohio. Some of its tooling was being used there by an American automobile industry supplier. The American company alleged that the tooling was defective, claiming damages in excess of $5 million. With the benefit of the briefing which I authored, the German manufacturer obtained a victory in February 2008 on its initial motion to dismiss. The Court found that the German manufacturer's practices and forms prevent jurisdiction in Ohio. It found "no indication that [the German manufacturer] sought to exploit Ohio markets." The plaintiff failed to establish that [the German manufacturer] purposely availed itself of the benefits and protections of Ohio’s laws.” The Uniform Commercial Code (UCC) and the United Nations Convention on Contracts for the International Sale of Goods (CISG) provided additional support for the Court's decision. The Court thus dismissed all claims for lack of personal jurisdiction.
We represented a scrap steel company in International arbitration before the American Arbitration Association concerning alleged breach of several sale contracts by an Indian company.
Dinsmore attorneys prepared the case for its final hearing but were able to negotiate a favorable settlement before the client incurred the fees associated with a final hearing, and one that resulted in payment to the client quickly without protracted litigation in India. Because we were cognizant of legal costs and processes throughout the case, the result was a quick recovery for the client, but reached in a cost-effective manner.
Cross-Border Acquisition by Merger and Stock Purchase
Acquisition of Two Affiliated Swiss Companies
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