Archer’s International Law Group handles a wide range of legal matters for companies and individuals with regard to overseas transactions and disputes. The group routinely advises Fortune 500 corporations, as well as start-ups and smaller companies, on all aspects of business and transaction structuring. Archer’s International Law Group is a multi-disciplinary team that draws upon the talent and wide range of experience of the Firm’s lawyers to provide clients with a resource to guide them through complex and detailed laws commonly encountered when operating in the global marketplace. We have deep experience in international multi-jurisdiction corporate transactions, foreign intellectual property issues, export and import regulations, taxation of individuals and businesses, franchising, immigration, insolvency and litigation matters.
International Corporate Transactional and Tax Service
Businesses are increasingly reaching to international markets to find suppliers or customers. In doing so, they subject themselves not only to the laws of the jurisdictions in which they are domiciled, but to the laws of each foreign jurisdiction in which they transact business.
The Group has focused on advising the Firm’s clients on the preferred structure to conduct and expand their businesses into new jurisdictions. Our services routinely involve counseling U.S. clients on acquisitions and joint ventures abroad, as well as counseling foreign clients on transactions within the United States. We advise clients on foreign direct investment rules and limitations across the world and propose structures that take into consideration capital repatriation limitations, taxation and income allocation issues, and local operational limitations.
The Group is very familiar with the unique issues associated with business ventures whose owners are domiciled in diverse jurisdictions, and routinely prepares shareholder and operating agreements that take into consideration local issues associated with the domicile of each owner.
Some recent transactions include:
- Formation of private investment funds in Bermuda, British Virgin Islands and Cayman Islands. Archer has established hedge funds for clients in a number of international jurisdictions, including Bermuda, British Virgin Islands and Cayman Islands.
- Structuring of U.S. operations for companies in Switzerland, Romania, Sweden, United Kingdom, Ireland, Italy and Turkey.
- Formation and management of domiciliary company in Switzerland. We are in the process of establishing and managing a Swiss domiciliary company for a major international manufacturing company.
- Establishment of international joint venture in China, Hong Kong, the Netherlands and Bermuda. We are in the process of establishing an international joint venture for a well-known global retailer. The joint venture will provide for manufacturing in China, quality control and fulfillment in Hong Kong, and global sales through subsidiaries in the Netherlands and in Bermuda. We are responsible for development of the structure and implementation in all jurisdictions.
- Establishment of international joint venture in the U.K., France, Germany and other European countries. We represent a global manufacturing and distribution company engaged in a joint venture transaction in Europe designed to increase efficiency and reduce overhead for the parties. The joint venture involves freight forwarding services in the U.K., France, Germany and other European countries and requires approval by the European Commission. Our legal services include preparation and negotiation of corporate governance documents, review of materials filed with the European Commission, coordination of legal issues with local European counsel in various jurisdictions, due diligence reports, review and processing of stock transfer and related documents, and coordination with accountants on various tax and implementation issues.
- Business entity formation in Special Economic Zone in China. We are in the process of establishing an entity in the Shenzhou Special Economic Zone that will operate as a wholly-owned subsidiary of our denim manufacturing client. The entity will permit duty-free trade of products entering or exiting the special economic zone.
- Sale of U.S. facility and provision of immigration and employment advice for corporation in China. The firm represents the U.S. subsidiary of a publicly-held Chinese corporation in its sale of a U.S. manufacturing facility. We also advise the company on immigration and employment issues.
- Acquisition and disposition of businesses in Australia, New Zealand, South America and the Middle East.
- Negotiation of commercial real estate leases and development agreements for distribution facilities in Australia and the U.K.
- Wind-up of U.S. issues involving Cayman Islands Estate. We are working with client to assure compliance with U.S. and New Jersey law, particularly with regard to estate administration and taxation.
- Individual tax advice. We advise U.S. client on tax consequences of expatriation and foreign account voluntary disclosure requirements. We also advise U.S. and non-U.S. clients on return preparation, withholding issues and green card/citizenship relinquishment.
Cross-Border Restructuring and Insolvency
As a result of the challenging and unpredictable economic climate in many parts of the world, all multinational companies need to understand the impact of bankruptcy and insolvency laws that may apply to their customers and vendors, in each jurisdiction where they operate. Additionally, many multinational companies are facing bankruptcy or insolvency pressures themselves as financing alternatives dry up or customer receivables become uncollectible.
The Group’s lawyers have significant experience in both U.S. and cross-border insolvency and corporate restructuring, including the European Union (EU) Regulations on Insolvency Proceedings and the United Nations Commission on International Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency.
The Group has the knowledge and experience to represent clients facing critical decisions about cross-border corporate restructurings, insolvency and acquisition or sale of assets through bankruptcy or insolvency proceedings, in a wide array of jurisdictions.
Some of the Group’s representative transactions in this area include:
- Bankruptcy litigation on behalf of Hong Kong company with operations in mainland China and its subsidiaries worldwide, including the United States. In a complicated international bankruptcy matter, we filed a Chapter 15 petition (governing cross-border insolvency) on behalf of the parent company in Hong Kong and a Chapter 11 petition for the subsidiary, located in North Carolina. A plan was confirmed and we are now in the midst of substantial litigation against the Italian principal and other entities.
- Representation of foreign parties in interest in bankruptcy proceedings. Over the past year, we have represented clients from, or in matters dealing with parties from Europe (England, Italy, Germany, Netherlands), Asia (Hong Kong, China, Japan, Taiwan), South America (Chile, Columbia), and North America (Canada, Mexico), in bankruptcy matters pending in Delaware, Pennsylvania, New York, New Jersey and elsewhere.
- Bankruptcy litigation on behalf of English company. We represent a client in the U.K. in a Chapter 15 proceeding in New Jersey. The client allegedly defrauded the insolvency court and Trustee in England. The English Trustee filed proceedings here under Chapter 15 which we opposed and had dismissed. Settlement negotiations are ongoing but another involuntary bankruptcy filing is possible.
- Filing of federal court complaint on behalf of Hong Kong company. We are seeking recovery of unpaid receivables owed by a New York company in U.S. District Court for the Southern District of New York on behalf of a Hong Kong company.
- Serving as lead counsel in litigation against U.S. defense contractor based in Turkey. We obtained a complete dismissal of class action lawsuits filed across the United States against client, a U.S. defense contractor based in Turkey, with operations in Iraq, Afghanistan and Africa, arising from services provided to the U.S. military in Iraq.
- Serving as lead counsel for Italian company in unfair competition case. We successfully navigated our client, an Italian company, through electronic discovery and forensics aspects of an unfair competition case.
- Serving as lead counsel for consumer products manufacturer in dispute with Dutch company. We successfully resolved an international shipping contract dispute between our client, a U.S.-based consumer products manufacturer, and a Dutch shipping company.
- Serving as co-counsel for U.S. company in litigation by company in Africa. We successfully defended a publicly-traded U.S.-based company against claims of breach of technology product sales agreement and fraud by an African company.
International Intellectual Property
Protecting intellectual property rights in various jurisdictions is important to businesses desiring to preserve their rights in multiple jurisdictions. We work closely with clients to develop a policy regarding international registration, maintenance and monitoring that is closely-tailored to the client’s goals and expansion plans. Both large, multi-nationals and technology start-ups rely on the Group’s international intellectual property experience, which combines technical understanding, a focus on business objectives, and an understanding of licensing, infringement and IP registration issues, world-wide.
Representative engagements include:
- Advising clients on tax treaty and income allocation impacts of international corporate structures.
- Formation of Global Licensing company in Switzerland for multi-national manufacturing company.
- Maintenance of international trademark portfolio of leading beef, poultry, fish and pork products supplier.
- IP protection for custom distribution services to international food service industry.
- Maintenance of international trademark portfolio of leading worldwide fitness and exercise equipment manufacturer.
- Drafting and negotiation of IP agreement with laboratory in India. We drafted and negotiated a know-how and software license with an Indian laboratory on behalf of a prominent U.S. research organization dedicated to understanding human genetic diseases and providing quality genetic resources and laboratory services.
- Drafting and negotiation of supply agreement with manufacturing company in China. We drafted and negotiated an agreement with a Chinese manufacturer of household products, establishing terms on which seller will supply products to buyer.
- Drafting and negotiation of IP agreements for bed maker in Europe. We represented a European bed manufacturing company in preparation of license and distribution agreements with its U.S. distributors.
- Drafting and negotiation of IP agreements with auto parts maker in Korea. Drafted and negotiated a patent and know-how license with a Korean automotive parts manufacturer on behalf of a U.S. Fortune 500 company.
- Drafting and negotiation of IP agreement with personality-type assessor in Switzerland. We drafted and negotiated a copyright and know-how license agreement with a Swiss personality assessment provider on behalf of a U.S. personality test developer.
- Drafting and negotiation of vendor, supply and license agreements with entities in Canada on behalf of numerous U.S. companies.
The Firm represents employers and employees in the U.S. immigration process and advises clients on the latest and most appropriate immigration strategies.
Examples of our immigration work include:
- EB-1 (extraordinary ability in the arts) green card petition for Italian national fashion designer who is launching a jewelry line in the U.S. We have previously represented the client in approved applications for work visas. With training and experience at top European design houses, the client has contributed designs to major high-end designer labels. His designs have appeared on the covers of major U.S. magazines and on major network and cable TV shows.
- Counseling neurosurgical trauma physician, who is on temporary work visa status in the U.S., on her ability to travel to Haiti to assist with emergency trauma surgery.
- Green card application on behalf of German executive of pharmaceutical company. The client presently serves as Chief Operating Officer and Chief Scientific Officer of the U.S. operation of an international pharmaceutical testing company.
- Green card application for Italian specialty cabinetmaking family. Through selection in the green card diversity lottery, the family will have the opportunity to realize their dream and pursue their business internationally in the United States.
Archer’s China Practice Group was established to assist Chinese entrepreneurs and companies with legal needs in China and the United States. Our clients are leading companies that span across multiple industries, including alternative energy, petroleum, pharmaceutical, life sciences, manufacturing, retail, consumer goods, transportation, financial, real estate, and agriculture.
The attorneys in our Group understand the law, legal system, and business environment of China and the culture that drives it. They are fluent in Mandarin, having previously lived and worked in China for over a decade. Their legal and business experience in China and the United States affords our clients unique resources in order to navigate both markets in many areas of the law.
Working closely with attorneys in related Archer practices, including Business Counseling; Bankruptcy, Restructuring, and Insolvency Litigation; Business Litigation; Intellectual Property; Real Estate; Immigration; and Tax, our China Practice Group provides clients with full-service representation with global capabilities and local know-how.
We advise clients in the following areas:
- Sophisticated commercial litigation matters
- Insolvency (including enforcement of creditor claims in the U.S.)
- Enforcement of Chinese Court Money Judgement Arbitral Awards in the U.S.
- Dispute resolution, mediation and arbitration
- Intellectual property protection and litigation
- Distribution chains and sales
- Due diligence (including Pre-IPO DD for U.S. subsidiaries of Chinese issuers)
- Entity formation (in multiple jurisdictions, including Delaware, New Jersey, New York, Pennsylvania, and Texas)
- Data privacy and cybersecurity
- Cross-border investigations
- Labor and employment
- Mergers and acquisitions
- Joint ventures
- Corporate finance and securities matters
- Renewable energy projects
- Real estate