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.

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.

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.

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.

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.

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.

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.

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.

Represented the publicly-held purchaser of a Canadian venture-funded software company.

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.

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.

Scores of software and technology start ups organized addressing tax, venture capital and private equity investments, buy-sell issues, phantom equity, stock options, executive compensation, corporate counseling and customer and employment contracts.  Our clients have benefitted from the leverage of our experienced technology, intellectual property and employee benefits resources.

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.

Represented a U.S. public company in its acquisition of a Canadian/Swiss sporting goods importer/reseller in parallel Canadian stock purchase and SEC-registered U.S. stock merger transactions.