Cross-Border Transactions-1

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Cross-Border Transactions

For Inbound trade and investment, we advise foreign entrepreneurs and companies in establishing U.S. subsidiaries, by new entity formation, acquisition or merger. We structure, draft and document the U.S. transactions necessary to get these companies off the ground and continue to advise them on their U.S. operations. We have served clients in Europe, South America, India and China, with many clients in the United Kingdom, and as a French-speaking law firm, in France. For Outbound, we advise on U.S. legal and tax issues for American companies acquiring, establishing or investing in non-U.S. businesses.

When necessary and always in agreement with clients, Bierce & Kenerson, P.C. collaborates with other professionals, including foreign law firms, consultants, accountants and other specialists to help our clients understand U.S. local rules in their own framework and to adapt to foreign local rules.  Our collaborators are aligned  with our philosophy of personal attention, responsiveness and client commitment.

American Regulation of Foreign Investors and Companies

  • Taxation: intercompany commercial, financial, technology and services transactions and related transfer pricing; permanent establishment; tax jurisdiction; holding company structure
  • Employment; foreign citizen employees; U.S. employment law
  • U.S. branding and trademarks
  • E-business with U.S. customers

American Regulation of U.S. Trade with Foreigners

  • Contracting with foreign businesses
  • Controlled Foreign Corporations
  • Importation of foreign goods or services
  • Product safety
  • Export sales and technology transfers
  • Licensed exportation of technologies
  • Extraterritorial application of U.S. laws to exporters, suppliers and service providers

Inversions, Flips, Rollups, Platforms, Consolidations

  • Converting foreign corporations into subsidiaries of new U.S. corporations in order to gain access to U.S. funding sources and strategic partners
  • Creation of new holding companies and putting existing operating companies under a single global unaffiliated umbrella for global brands and efficiencies in supply chains and enterprise administration
  • Establishing a platform company for self-rollup of regional business entities under a new global brand
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New Ventures/Joint Ventures-1

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New Ventures/Joint Ventures

Our “Ventures” practice covers a broad range of legal disciplines. In new ventures, we counsel entrepreneurs, family-owned businesses and business organizations in many aspects of start-up and expansion, operations and governance. We advise on choice of business entity, structure of the formation, type of governance and ownership, funding, operational matters, expansion/acquisition options, dissolution and succession and exit planning.

Joint ventures are strategic alliances between business “partners.” Each provides assets or resources to the relationship for mutual profit and shared risk. This relationship is normally short-term, but can bridge gaps, accelerate growth and increase valuation through consolidation. Joint ventures involve many issues similar to new ventures, but may have unique governance rules in cases of 50-50 joint control.
We assist you in deciding how your proposed business model fits your strategic and financial goals by comparing models, collaborating with you to identify your options and helping you balance your strengths and opportunities against your weaknesses, threats and risks.

We advise clients on addressing key considerations involving:

  • Tax efficiency
  • Intellectual property, its ownership and exploitation
  • Capitalization and funding; corporate finance
  • Governance, management controls and corporate accountability
  • Risk allocation, mitigation and insurance
  • Sourcing of supply and delivery of goods and services
  • Employment, stakeholder democracy, fiduciary duty and representative party roles
  • Dispute resolution mechanisms and exit strategies and procedures
  • Real estate: physical and virtual
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