Cross Border Investments

Knowledge

Complex cross-border business transactions often require savoir faire and the ability to fold in and harmonize tax, commercial, regulatory, political and cultural risks and features. Our experience in over 100 countries gives us the background to tackle almost any business deal anywhere on the globe.

Non-U.S. Investments and Mergers & Acquisitions. We have been involved in hundreds of investment projects, mergers and acquisitions, and joint ventures on every continent - in the modern developed countries of Europe and Asia, in the dynamic rising countries in Eastern Europe, Latin America and Asia, and in the developing nations of Africa, Asia, and Latin America. These have involved a range of industries, from heavy manufacturing to high tech consumer products and high luxury items. We know how to structure transactions to achieve corporate long-term business objectives, along with near- and medium-term profitability, on a tax-efficient basis. Over the years, we have been involved in inbound foreign investment into the United States and its territories (including major investments by medical technology, pharmaceutical, automobile, and technology equipment manufacturers), but our special expertise lies in U.S. outbound investments and transactions involving countries outside of the United States.

Exotic Transactions and Investments. We have designed, structured, and documented cross-border transactions involving some of the most arcane rights and exotic legal structures. We were pioneers in the structuring and securitization of legal claims and investments in international arbitrations. We have syndicated tax recoveries across national borders and have designed insurance structures for tail liabilities in cross-border merger transactions, re-domiciled trade secrets in offshore jurisdictions, and structured mutual funds in multiple offshore jurisdictions. On a number of occasions we have taken the lead role in migrating businesses, whether from Bermuda to Switzerland or from Hong Kong to Barbados. These transactions frequently involve complex asset protection structures utilizing onshore and offshore entities. When it comes to the "exotic," we probably know about it - even multinational countertrade and barter transactions, where commodities are exchanged for other commodities in cashless swaps. Often this requires navigating contradictory political and economic goals in a "host country" or arbitraging one set of laws against another. It also requires knitting together widely varying cultural approaches to business and corporate power that exist between countries.

International Transaction Architecture. The principals have been involved in selecting the overall architecture for numerous cross-border transactions. Sometimes the driving force is to minimize tax or customs duty payments or utilize tax treaty networks. This is where Tim Scrantom's many years as a professor of international tax is invaluable. Other times the architecture is designed to provide investment anonymity or to access special investment protection laws, regimes, or insurance. The architecture of each transaction is constructed to meet the convergence of goals and objectives of the multiple parties and stakeholders. Often this requires taking measure of shifting regulatory, tax, or other legal regimes in one of the participant countries.

Experience

  • Designing and helping establish foreign trade zones in the U.S. for a German luxury automobile manufacturer, a U.S. automobile manufacturer, and a Japanese recreational vehicle manufacturer.
  • Designing U.S. operating structures and handling international law and tax matters for hundreds of foreign businesses investing into the U.S. from countries as diverse as Indonesia and Russia.
  • Providing international tax and financial advice to businesses investing in over 75 countries around the world, ranging from Brunei to Tunisia to Paraguay.
  • Acting as international intellectual property advisers to multinational brands in the sports apparel, satellite technology, pharmaceutical, music, and automobile industries.
  • Representing a U.S. publicly-traded company in an airport construction project in Mongolia financed by the Asian Development Bank.
  • Structuring a marketing joint venture between a "smart-card" manufacturer and the largest Canadian retail store chain.
  • Establishing a manufacturing operation in India for a multinational computer equipment manufacturer.
  • Advising a financial institution in Liechtenstein in developing multinational due diligence systems.
  • Providing tax and structuring advice to offshore hedge fund managers in Switzerland, Japan, the U.S., the U.K., and Ireland.
  • Developing the legal architecture for a joint venture in Turkey for the local manufacture, marketing, and sale of consumer products among a state enterprise, a major local industrial group, and a multinational corporation.
  • Structuring and negotiating product manufacture by a state enterprise in Egypt alongside a local private company importing materials and distributing product.
  • Preparing plans and draft legislation (in French) for the privatization of the state savings fund in Madagascar that was the safe haven for micro-savers while being a source of financing the government budget deficit.
  • Developing the joint venture architecture and contracts for the merger of the Brazilian subsidiaries of a U.S. public corporation and a joint venture between a French public company and a Lebanese family enterprise.
  • Acting as outside general counsel to a 200-year-old English small luxury goods company acquired by U.S. and Israeli investors.
  • Advising the foreign investor in Lithuania's first privatizations involving a foreign strategic hard currency investor.
  • Developing joint venture architecture for U.S. investors joining the Sakhalin (Russia) local and provincial governments in a hotel gaming project aimed at 500 million potential customers in Asia.
  • Representing a U.S. government agency in a Russian real estate joint venture with the St. Petersburg City Government and the European Bank for Reconstruction and Development (EBRD).
  • Constructing the legal architecture, with tax counsel, for a U.S. investment by a U.K. public entity with a private manager in realizing legal tax efficient returns from potential streams of revenue emanating from a multi-enterprise and a multi-jurisdictional legal structure.
  • Developing the structure for a manufacturing joint venture in the Philippines.
  • Structuring and negotiating the privatization and acquisition of a factory enterprise in Hungary.
  • Structuring and negotiating the privatization and acquisition of a factory enterprise in the Czech Republic.
  • Structuring and negotiating a joint venture in Suriname with an Aruba holding company for U.S. investors.
  • Representing a U.S. strategic investor in acquiring the controlling shareholding in a Russian privatized enterprise in St. Petersburg, with 7% minority of employee shareholders remaining.
  • Negotiating production licenses in Algeria, Austria, Finland, Poland, and Switzerland.
  • Restructuring a manufacturing joint venture in Nigeria.