SUCCESS STORIES
Germany
Helping a Berlin based company to expand to the United States
We were approached by a German company seeking US venture capital sources. US venture capital investors typically prefer to invest in US-based companies so the question arose whether the non-US business could be “flipped” into the US by inserting a new US parent company above the German company. Flipping can be accomplished by the shareholders of the foreign company contributing their shares in the foreign company to the US parent company in exchange for shares in the US parent company. In this particular case, we quickly advised that flipping was not an option for a variety of reasons, saving the client substantial time and money.
We then assisted the client in forming new corporation in Delaware, closing a financing round with a US venture capital investor while all intellectual property rights were migrated to the Delaware company. We helped the client achieve its goal to expand to the US, close a financing round and get access to additional sources of venture capital investors to grow their future business in the US.
Spain
Helping a Spanish company setting up its operations throughout the United States
When expanding to the US it is important to have a solid business plan, conduct market research and work with people who know the local markets and customs.
We assisted a Spanish company in the fashion industry setting up a holding structure for its US operations. Retail stores were opened in different states throughout the US. We built and managed a team of independent law firms in the relevant jurisdictions to comply with local rules and regulations with local LLCs acting as tenants for the retail locations and as employers.
After the strategic decision had been made to close the retail facility in one state, we were able to wind down the operations in that state in an organized and amicable way so that the remaining operations in the US did not suffer commercial or reputational damage and were able to expand further.
Norway
Onboarding of international real estate investment funds
We advised two closed-end Scandinavian investment funds and their US investment advisor regarding the structuring, acquisition, and disposition of several hundred million dollars of US commercial and residential real estate. We worked with the Oslo, Norway and New York offices of a major international accounting firm to develop a tax efficient structure for these investments and thereafter established and maintained the US entities which acquired these properties.
We performed pre-acquisition legal due diligence with respect to these properties, negotiated the purchase agreements, and advised with respect to the engagement of property managers and other service providers.
During the 12-year life of the investment funds we handled the legal affairs of their US entities and supervised the work of local counsel and accountants. We advised with respect to multijurisdictional construction litigation involving one property that resulted in a substantial recovery for our client.
Following the expiration of the term of the investments funds we advised with respect to the sale of their US properties and the disposition of their holding companies, negotiated the sales agreements, liquidated and dissolved the entities that had owned the properties, and worked with accountants in connection with the preparation of final tax reports and filings with the IRS and state tax authorities.
Mexico
Helping a Mexican Investor Group Develop a Major US Transportation Facility
We advise a Mexican investor group in connection with the development and maintenance of its investment in a cross-border air transportation facility. In that connection we formed and maintain a tax efficient US investment vehicle, and work with US and Mexican accountants, counsel, and management regarding corporate matters and the preparation of US tax filings and reports.
Working with US and Mexican counsel and accountants we advised regarding the US tax aspects of a proposed reorganization of the Mexican parent of the US investment vehicle. Our assignment involved the reconciliation of Mexican and US tax and corporate laws involving "tax-free" reorganizations. As a corporate reorganization under Mexico’s civil law system is substantially different from US forms of reorganization, we worked with international counsel and accountants to develop a structure that would meet both US and Mexican corporate and tax requirements.