- Posts by Sara SandfordOf Counsel
Sara works with clients from around the world in all stages of establishing, acquiring and operating businesses across borders. She concentrates her practice on representing Japanese companies and individuals in their ...
While United States businesses were embroiled in trade wars, Japan advanced The Comprehensive and Progressive Agreement for Trans-Pacific Partnership in 2018 without participation from the U.S. (TPP-11). Now, Japan and the European Union are celebrating the new EU-Japan Trade Agreement, which came into effect on February 1, 2019. Under this agreement, the EU and Japan reported that they have now become the largest open trade zone in the world.
The Department of Commerce, Bureau of Economic Analysis ("BEA") is currently administering a BE-120 survey, which is an updated version of the BE-120 required in 2011. This time, however, if you are a U.S. person or entity, you must complete the BE-120 survey by June 29, 2018 (for manual filing) and July 30, 2018 (using the BEA's eFile system) if the following applies to you: During fiscal year 2017, you engaged in either (a) the foreign sale or purchase of services or (b) transactions in intellectual property rights ("IP") with foreign persons involving rights to use, rights to reproduce and/or distribute, or outright sales or purchases of IP. You may only have to complete part of the survey or all of it, depending on the volume of your activity. Further, due to rules regarding rounding off dollar volume, activity under $500 is not reported. More details are available below. Deadline extensions are available by written request.
Imagine you are focused on the latest growth trends of your business, working hard to forecast where your next sales will come from. You're thinking about what new staff you will need to support that growth. While you are preparing for an important meeting related to a promising business prospect, a receptionist in your office notifies you that your company has just been served with a lawsuit. The notice says that you have only a few weeks to respond and you now have to set aside other business matters to assess the case, locate help, and decide on a strategy for addressing the claim in an unfamiliar legal system. For many foreign investors, facing the risk of being sued is perhaps the most daunting part of conducting business in the U.S.
The next installment of our doing business series provides an introduction to litigation in the United States. It aims to give readers some basic background of the life cycle of a lawsuit, and describes options for dealing with a dispute, whether through litigation, mediation or arbitration. Understanding what will happen, being prepared, and thinking ahead about what to do in such an event, can help a company face the claim, and also allow the primary focus to stay where it should be: moving a business forward.
Perhaps you have heard about some of the huge fines companies have faced after being charged with antitrust violations, such as Google’s $2.7 billion fine in June 2017, or the $26.7 million Euro judgment against one of Heineken’s subsidiaries in Greece in July 2017, or the $1.3 billion fine currently under review against Intel. Government suits are bad enough, but after them come private lawsuits from other companies affected by the same conduct. Antitrust litigation from a few ill-considered decisions of individuals in a company can take years to resolve and millions to defend. They disrupt companies and demand substantial human resources, as well. There is no doubt that avoiding antitrust violations is a much more cost effective strategy than waiting until problems occur.
Our next installment of our Doing Business in the U.S. series is a brief introduction to U.S. antitrust laws. For more information or additional training on guidance on antitrust laws, feel free to contact Don Scaramastra at firstname.lastname@example.org or at 206.816.1449.
One of the things any active investor in the United States almost always needs is a place in which to operate its business. Buying or leasing property can be tricky, however. For example, one can face liabilities by merely becoming a lessee of real property with environmental problems, such as contamination from prior uses. Zoning regulations might not allow a company to use the property as planned. Disputes or judgements associated with real property can create huge headaches for a new owner or tenant, alike.
Over the past six months, as Chair of the American Bar Association, Section of International Law, I’ve traveled to destinations from Washington, D.C., Chicago, San Francisco and Ottawa to Istanbul, Rome, Tokyo, London, Budapest, Bogota, and Munich. My experience has been a constant and vibrant engagement with the international legal community on a wide variety of matters. I have had a front row seat to history being made at the conclusion of Colombian peace talks, listened to the personal account of a North Korean dissident, learned about the differences between other legal systems and our own, discussed the changes and challenges occurring in the practice of law, and grappled with impediments to fair and accessible legal systems for all. The Section has proved to be an amazing platform – both from which to support those seeking justice and to work toward a healthy and fair legal system for future generations.
Almost everyone approaching the U.S. consumer market has heard nightmares about lawsuits and read damaging headlines from consumer claims. These range from industry wide antitrust investigations to criminal indictments for racketeering to class actions for deceptive advertising.
In May this year, U.S., Canadian and Mexican government officials met to discuss cooperation in enforcing antitrust laws in an increasingly global market place, suggesting even greater cooperative activity in the antitrust arena relating to global markets.
In our latest installment of our Resource for Doing Business in the U.S., we focus on key laws an investor in the U.S. needs to know when employing personnel in the U.S. These laws apply whether the personnel are transferred from abroad or hired locally – and, as you will see, there can be laws related to employees at the local, state and federal level. It’s definitely an area where one cannot merely assume the laws will be similar to the laws at home. The laws also vary state to state and city to city within the U.S. To avoid exposing their employers to significant risks, even experienced Human Resources managers seek legal advice in this area.
By way of introduction to the topic, the installment you find here sets out the basics of what you need to know as a new U.S. employer.
You have a plan for doing business in the U.S. Now who is going to help make that happen? As companies get ready to do business in the U.S. they often delay in thinking about one key matter: making sure the people needed to implement their strategy can obtain the visas or other permission required to work in the U.S. Some U.S. hiring is possible, of course, but often key personnel are needed from abroad. If you’re going to be sending someone like Oscar winning Penélope Cruz, it may be easy to verify that a visa is available. Sometimes even experienced business personnel or their contemplated jobs, however, do not match what the U.S. immigration authorities require. Even a visa for a superstar can take a significant amount of time to arrange. It’s terrible when a project gets delayed or cannot take off because the right person isn’t ready with the right work authorization.
The next installment in Resource for Doing Business in the U.S. sets out the basic visa options for working in the U.S. It outlines the types of visas and the associated process and requirements, which should help in timely and efficient planning.
Your comments are welcome!
Thanks to our friends at Yulchon LLC in Seoul, we’ve learned about some changes to the M&A laws in Korea, which will take effect this month (February, 2016). They include the following developments:
- Reverse triangle mergers are now permitted.
- Triangular mergers can be used for spun-off businesses.
- The small-scale stock swap exemption to shareholder approvals that are otherwise required in acquisitions is increased to 10% of total issued shares and 10% of net assets; a simple board resolution will suffice.
- A “simplified business transfer” system is introduced, reducing instances when a general shareholder meeting would be required.
- Dissenting shareholder rights are improved in two ways – (1) Non-voting shareholders gained a right of appraisal, and (2) corporations are required to pay consideration for acquired shares within two months of expiration of the dissenting shareholders’ appraisal rights period.
- If a subsidiary acquires parent company shares in a triangular merger or reverse triangular merger, it is given six months after payment of consideration to dispose of such stake to avoid criminal penalties.
Click here for more details.
Foster Garvey’s International practice group comprises a cross-disciplinary group of attorneys practicing in areas ranging from business transactions, immigration, maritime, government regulatory work, transportation and logistics and estate planning. The group members include bilingual and multicultural attorneys who are well-versed in handling these subject matters in a cross-border context. A number of attorneys have been actively practicing in the international arena since the early 1970s.