International

International

Corporate & Business

Overview

When business dealings cross international boundaries, special attention is required to achieve optimal results and protections. Whether your challenges revolve around managing a multi-national company and workforce, protecting and litigating IP issues, structuring and negotiating international contracts and transactions—or even tax and investment planning—members of Hinckley Allen’s International Practice can deliver seasoned insight and effective counsel. Our cross-functional team of attorneys and legal professionals provide expertise in taxation, technology, securities, real estate, environmental, and labor law.

At home anywhere in the world protecting global interests.

Doing business internationally is now commonplace. Your effectiveness in global commerce requires sensitivity to both legal and cultural dynamics. At Hinckley Allen, we understand the kind of unique subtleties and strategies needed to deliver results—at home or abroad. We have a strong outbound practice, assisting U.S.-based enterprises, including businesses and investors, with a wide variety of global transactions, such as establishing new locations, negotiating joint venture agreements, acquiring new businesses, and making investments in foreign markets. We also have a robust inbound practice, focusing on assisting non-U.S. businesses and investors with their activities in the U.S.

We assist individuals and businesses with a wide variety of matters that span international borders, including:

Cross-Border Transactions

Cross-border transactions can require coordination of multiple teams across geographic locations. We help clients achieve their business goals while carefully considering legal, tax, and regulatory implications at-home and abroad. Our cross-functional team of attorneys and legal professionals provide expertise in:

  • Mergers and acquisitions
  • Divestitures
  • Joint ventures
  • Taxation
  • Technology
  • IP
  • International securities
  • Real estate
  • International labor
  • Environmental
  • Banking transactions

Global Intellectual Property Strategy and Maintenance

Companies face significant challenges in protecting and enforcing their intellectual property rights around the world. Our team provides comprehensive solutions to the intellectual property business challenges that face enterprises at all stages of growth, from individual inventors to large companies.

International Tax Planning and Compliance

Our team helps clients optimize international tax planning by implementing tax-efficient structures to minimize worldwide effective tax rates. We provide counsel on:

  • U.S. anti-deferral tax rules, including Controlled Foreign Corporation (CFC) and Passive Foreign Investment Company (PFIC) regimes
  • Transfer pricing
  • Planning for intangibles
  • International/foreign tax treaties

We stay abreast of developments in the international tax community, including implementation of the U.S. Foreign Account Tax Compliance Act (FATCA), global cooperation to combat Base Erosion Planning (BEPS) techniques, the IRS offshore voluntary disclosure program, and other important developments.

Cross-Border Estate Planning

Multi-national families and clients with assets in other countries have special estate and generation planning concerns. Our attorneys analyze the facts specific to each client’s situation in order to recommend and implement a customized tax and estate plan that ensures a smooth transfer of assets to the next generation in a tax-effective manner.

Employee Benefits & Executive Compensation

We represent multi-national enterprises in establishing their US-compliant employee benefits and executive compensation programs. We also represent executives in negotiating their compensation arrangements, particularly when those arrangements are complicated by the laws and tax regulations of non-U.S. jurisdictions.

Export Controls

We assist clients across industries, including aerospace, defense, software, and IT, with their export control compliance including:

  • International Traffic in Arms Regulations (ITAR)
  • Export Administration Regulations (EAR)
  • Sanctions programs administered by the Office of Foreign Assets Control (OFAC)
  • U.S. Munitions Import List (USMIL) controls
  • Anti-boycott regulations
  • Rules and regulations impacting exporters of goods and software

Our representation includes identification and classification of property subject to export controls, registration and licensure, developing and implementing internal compliance programs, manuals,  policy statements, export control training, drafting and negotiating commercial contracts for controlled products, and providing due diligence and M&A support.

Foreign Corrupt Practices Act and Anti-Bribery Compliance

Anti-bribery laws (including FCPA) present important compliance challenges for businesses operating across borders. Our team understands these complexities and provides a level of expertise and sophistication required to address compliance risks. We provide our clients with the guidance they need to remain compliant and to deftly handle compliance problems that arise. Our attorneys have experience before the U.S. Department of Justice, the Securities and Exchange Commission, and other governmental authorities.

Global Litigation and Dispute Resolution

We represent clients in a wide range of substantive areas including:

  • International commercial disputes
  • White collar criminal and regulatory defense
  • Securities regulation
  • Product liability
  • Insurance regulation and coverage disputes
  • Bankruptcy
  • Environmental litigation

Our dispute resolution attorneys are accustomed to handling cases before traditional courts, arbitration tribunals, and a variety of other alternative dispute resolution forums common in global law and business.

FCPA Investigation
We represented a former senior executive of Magyar Telecom, the Hungarian telecommunications company, in a parallel Department of Justice and Securities and Exchange Commission Foreign Corrupt Practices Act (FCPA) investigation. After many meetings over many years, the DOJ declined to bring criminal charges, but the SEC filed a civil case in the SDNY. We continued to represent the client throughout the massive motion and discovery stages of this case, which included taking more than 20 depositions in Hungary, London, Macedonia, Washington, D.C., New York City, and Philadelphia. In addition, we assisted with document review, witness preparation, and legal research.

International Energy Management Company
We conducted an internal investigation and defended an international energy company during an investigation by the U.S. Commodity Futures and Trading Commission (CFTC). The representation included document review, legal research, internal witness interviews, preparing key client witness for testimony, collaborating with outside commodities experts, and extensive negotiations with the CFTC to obtain a successful resolution. This matter also involved extensive communication and collaboration with the client’s general counsel.

International Lending
A company providing financial services by extending nano-credits via mobile telecommunications globally engaged us to represent them in a credit facility offered through the Overseas Private Investment Corporation (OPIC), the United States Government’s development finance institution. This engagement required a coordinated effort among many different jurisdictions. The borrower was a Chilean company, one guarantor was domiciled in Hong Kong, and the parent company was a Delaware holding company (which had previously received several rounds of debt and equity). The engagement involved intercompany-loan agreements, collateral located across the globe-including pledged equity in Hong Kong, an account-control agreement in Delaware, and the resolution of numerous inter-creditor issues. Our lawyers worked closely with the company to ensure that the OPIC funds were received in time to fund the company’s expansion and that the deal was structured correctly at all levels.

Other Representative Transactions:

  • We represent Cresa Partners LLC., an international corporate real estate advisory firm that exclusively represents tenants, in its international licensing program. The company does business in the United Kingdom, France, India, Hong Kong, Hungary, Canada, Netherlands, Belgium, and Australia.
  • We represented the seller in the sale of operating subsidiaries of a solid-tire manufacturer and distributor, which included the sale of a Cayman Island holding company, which, in turn, owned a Chinese subsidiary. The buyer was a public company listed on the Swedish exchange.
  • We represented the seller in the sale of Serbian tire manufacturing subsidiary to a Czech company and negotiation of related off-take agreement and credit agreement amendments.

PubVentures of New England Inc./Applebee’s International Inc.
We represented PubVentures of New England Inc., the New England franchisee of Applebee’s International Inc. (NASDAQ-APPB) in connection with its acquisition by Applebee’s International in a stock-for-stock, tax-free/pooling-of-interests transaction valued at approximately $42 million.

AMTROL Inc.
We serve as general counsel to AMTROL Inc. (NASDAQ-AMTL) and provide a full range of legal services including, general corporate, international distribution agreements, securities compliance, employee benefits, labor, real estate, environmental and tax issues.

We represented AMTROL Inc. (NASDAQ-AMTL) in its initial public offering of 3 million shares at $15 per share, which included a shareholder secondary of 1.3 million shares. The total size of the offering (including “greenshoe”) was approximately $52 million.

We also represented AMTROL Inc. in connection with the controlled auction conducted by Smith Barney Inc., which resulted in a merger agreement with an affiliate of The Cypress Group, LLC for a total consideration of approximately $219 million in cash. The Cypress transaction involved $115 million in senior subordinated debt.

Stentor Communications PLC
We served as U.S. counsel to a European telecommunications company in connection with its proposed $20M initial public offering of American Depository Receipts to be traded on the NASDAQ National Market. A registration statement was filed with the SEC, but ultimately abandoned in favor of a sale of the company.

Promptus Communications Inc.
We represented Promptus Communications, Inc. (a privately-held software company) during its acquisition by DTM Data TeleMark GmbH (now DICA Technologie AG), a German company, in a stock-for-stock transaction valued at approximately $6.8 million. We also represented the company and its stockholders in connection with the sale of 70% of the company’s outstanding stock for approximately $19.3 million. The sale was effected through a cash-out merger, leaving management with a minority position and earn-out. We represented management in the sale by the company of one of its business lines to VideoServer, Inc. for cash and stock valued at approximately $22 million and negotiated for management the subsequent buyback of GTI Corporation’s interest in Promptus.

Allendale Mutual Insurance Company
We represented Factory Mutual Insurance Company (formerly Allendale Mutual Insurance Company) in connection with its merger with Protection Mutual Insurance Company and Arkwright Mutual Insurance Company to from FM Global, an international provider of property insurance. The engagement included the preparation of a joint-proxy statement and the merger required approval from the insurance departments of Rhode Island, Massachusetts, and Illinois.

Tridex Corporation/Transact Technologies Incorporated
We represented Tridex Corporation (TRDX.OB) in connection with several domestic and international acquisitions and handled the formation and initial public offering of its subsidiary, Transact Technologies Incorporated. The offering involved the sale of 1,322,500 shares x 8.5 of Tridex Corporation’s interest for approximately $11.2 million.

We also represented Tridex in connection with the sale of its Ultimate Technologies Corp. subsidiary for $13 million and in connection with its acquisition of Progressive Software Inc., a privately held company, for total consideration in cash, stock, and assumed debt of $48.5 million.

GPX International Tire Corp.
We represented a specialty tire manufacturer and distributor with operations in the U.S., Germany, and Serbia, in connection with its acquisition of a Canadian specialty tire distributor which sourced product in China, in a stock-for-stock exchange valued at over $40 million. The cross-border transaction involved a complicated exchangeable share structure to achieve tax-favored treatment for the Canadian shareholders.

We also represented the resulting combined company in its $43 million acquisition of another tire manufacturer serving the industrial tire market, with operations in the U.S. and Canada, and in connection with the $160 million syndicated refinancing of its international credit facilities.

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