Sutherland is actively involved in the many aspects of an international legal practice. This practice has increased significantly in recent years in large part as a result of the growth in foreign investment in the United States.
An international legal practice is not governed by any single code or body of law but is inherently multidisciplinary. Accordingly, our lawyers with international experience are not confined to a single practice group and operate from each of the firm's offices. In each practice group there are lawyers with significant experience in international transactions, which ensures that clients receive the full benefit of the firm's accumulated experience and skills.
Also, we recognize that the needs of non-U.S. clients are sometimes different from those of their U.S. counterparts, and our lawyers are particularly sensitive to those needs.
Investments, Acquisitions, Joint Ventures and General Representation
Inbound Investments. We are actively involved in many aspects of international investment in the United States. These transactions take many different forms and include direct acquisitions of U.S. companies; the establishment of U.S. branches, subsidiaries, partnerships and joint ventures; and the use of cross-border licensing, financing and management agreements.
We handle all aspects of these transactions, including government approvals (Hart-Scott-Rodino, Exon-Florio and filings with other federal agencies), and have particular knowledge regarding advising on antitrust, corporate, employee benefits, environmental, financing, securities and tax questions that arise.
Our experience involving foreign investment is very broad and covers many different industries such as:
- Building materials, including cement and concrete;
- Building service and maintenance;
- Construction and engineering;
- Distribution, both wholesale and retail;
- Equipment manufacturers and dealers;
- Foods and wines;
- Oil, gas and other minerals;
- Oil refining and marketing;
- Real estate, including commercial and residential developments, portfolio investments, agricultural and timber investments and property financing, leasing and management;
- Telecommunications; and
Outbound Investments. As a counterpart to our work on inbound investments we are also actively involved in the representation of U.S. companies that are engaged in overseas acquisitions and investments. We have particular experience with transactions involving European and Latin American countries, and participated recently in several of the largest acquisitions of European businesses by U.S. companies.
We frequently advise major U.S. companies on the preferred structure of overseas investments and subsidiaries for U.S. tax and financial purposes. This work focuses in particular on analyses of:
- Capitalization of the acquisition vehicle and other issues affecting the investing company's ability to repatriate earnings; and
- Relevant tax regimes in order to achieve the most tax-efficient utilization of any available tax credits, write-offs and other benefits.
Joint Ventures. We have particular experience in structuring joint ventures of all kinds in the United States and overseas, including multinational ventures. We advise on the appropriate form, whether corporation, partnership or limited liability company, taking into account the relevant tax, financial and other issues that could affect the formation, operation, sale and dissolution of the venture.
General Representation. In addition to transactional work, we act as general counsel in the United States to many foreign-owned businesses and non-U.S. persons of substantial wealth. In this role, we provide customary legal advice, including litigation representation, on all matters covered by our various practice groups, and we advise our clients on understanding U.S. business and financial practices. Our lawyers are well accustomed to working very closely with non-U.S. clients and providing personalized service comparable to what these clients would expect in their home countries. Our Washington office, with more than 100 lawyers practicing in many areas, is well equipped to advise clients on federal regulatory and administrative matters of almost every kind.
Transnational Transactions. Our experience in representing European business enterprises has enabled us to participate in cross-border transactions outside the United States, even where U.S. businesses are not involved.
As a result of our extensive tax practice, we are regularly involved in advising on the taxation of foreign subsidiaries and branches of U.S. corporations and of U.S. subsidiaries and branches of foreign corporations. We have significant experience advising on tax questions arising in connection with:
- Competent authority questions;
- FIRPTA issues;
- Foreign currency transactions;
- Foreign tax credit issues;
- Intercompany pricing practices;
- International insurance matters;
- International joint ventures;
- International licensing and technology transfers;
- International mergers, acquisitions and reorganizations;
- PFIC issues;
- Repatriation of earnings;
- Start-up or dissolution of foreign operations by U.S. companies and U.S. operations by foreign companies;
- Subpart F planning; and
- Tax treaty matters.
Our international tax lawyers are familiar with the tax and commercial laws of many U.S. tax treaty and trade partners and have strong continuing relationships with leading advisors in these countries.
Transfer of Goods, Services and Technology
We have particular experience in transactions involving transnational sales of goods and services and the transfer of technology through licensing agreements and otherwise. Our work in this area includes the impact upon such transactions of the United Nations Convention for the International Sales of Goods and the provisions of the Internal Revenue Code affecting intercompany pricing.
We are experienced in advising clients on the application of federal laws regulating or restricting various international transactions, such as:
- Foreign assets control laws;
- The Trading with the Enemy Act;
- The Foreign Corrupt Practices Act;
- Trade regulation; and
- Customs laws and procedures.
International Securities Offerings
We have represented foreign corporations and their subsidiaries in the public and private offering of their stock in the United States and in establishing American Depositary Receipt facilities. We have an active federal securities practice and are familiar with all aspects of practice before the Securities and Exchange Commission.
We frequently represent domestic and foreign issuers in overseas debt offerings in the Eurobond market and elsewhere, and advise on the securities aspects of such transactions. We have participated in offerings listed on the London Stock Exchange and the Luxembourg Stock Exchange, several public offerings in the Swiss and German markets, foreign private placements and commercial paper offerings in the Euromarket and the Hong Kong market.
International Lending and Financial Transactions
We have an extensive financial practice representing overseas and domestic banks and other financial institutions. Our practice covers both regulatory and transactional work and we are familiar with the particular issues affecting foreign-owned financial institutions.
Our financing practice also includes the representation of lenders in secured and unsecured loans to foreign borrowers, and the structuring and documentation of project finance transactions outside the U.S.
We are familiar with currency and interest swaps and other hedging techniques and derivative financing products and have considerable experience in the negotiation and documentation of these matters.
International Litigation and Arbitration
We are experienced in handling litigation and arbitration involving foreign parties in both domestic and overseas jurisdictions and have participated in many matters of this kind. Our experience in international reinsurance disputes means that we are familiar with the conduct of such proceedings in London and other major insurance centers. We have frequently advised foreign companies with U.S. operations and investments on ways to reduce their exposure to U.S. litigation, and have successfully contested attempts by domestic plaintiffs to bring proceedings in a U.S. court against foreign corporations based on activities of their U.S. subsidiaries.
We are actively involved in representing clients in international communications matters before both domestic agencies and international organizations. Our work in the international area includes obtaining refunds and significant reductions in rates and avoiding proposed rate increases for broadcast networks and other major corporate users of international services. We have secured authorizations for U.S. companies to provide communications services overseas, obtained permits necessary for importing and exporting telecommunications equipment and counseled clients concerning international telecommunications regulations both in the United States and abroad.
Individual Tax and Estate Planning
We provide tax and estate planning to non-U.S. individuals who are temporarily or permanently resident in the United States. In particular, we are familiar with the establishment of Qualified Domestic Trusts in order to deal with the issues that arise when a spouse is not a U.S. citizen.
Our clients also include high-net-worth individuals who operate from many jurisdictions even if they do not reside in the United States.
International Insurance and Reinsurance
We have a very active insurance practice group, which is experienced in all aspects of international insurance related matters, both inbound and outbound. We regularly advise on the establishment of captive insurance companies for corporations and associations.
Our large and diverse tax practice has enabled us to develop particular experience in tax matters affecting international insurance questions including:
- U.S. tax implications arising out of the international operations of domestic insurance companies;
- U.S. premium tax issues;
Income, branch profits and other tax implications of foreign insurance company operations in the United States; and
- The impact of U.S. tax treaties on the taxation of cross-border transactions.
We have had a great deal of experience in reinsurance matters, particularly disputes among reinsurers and ceding companies.
© 2013 Sutherland Asbill & Brennan LLP