Case Studies - How We Can Help

These case studies include International Counsel projects for lower-volume multi-country projects.

New Cross-Border Contracts

Project 1:  International Counsel was retained by a well-known consumer products company to assess the quality of an existing international distribution agreement, recommend changes to create a best-practice international master template and then assist over a period of 4 years in “localizing” the template for use in 25 + countries with a large number of distributors in the Mideast, Asia-Pacific, Latin and Central America and Europe. We took into account the interaction of the contract governing law and local law for dispute resolution, termination notice and compensation, the validity of territory restrictions, foreign corrupt practice issues, and more.  Our role saved the client additional costs by not requiring additions to internal staff and allowed the client to more cost-effectively handle matters that had previously been handled by an EU-based global law firm.

Project 2:    International Counsel was hired by a rapidly-expanding global digital image licensing company to assess the quality of multiple versions of existing international agency/licensing agreements, recommend changes to create a best-practice international master template and then assist over a period of several years in “localizing” the template for use in 40 + countries with a large number of commercial agents and licensors in the Mideast, Asia-Pacific, Latin and Central America and Europe. Our role saved the client additional costs by avoiding new hires, as well as the higher costs of a global law firm, and even though the client otherwise had access to the internationally-experienced internal counsel of another company with common ownership, a world-renowned software giant.
To meet internal business demands for an easy-to-digest contract and an eventually paperless contracting process, International Counsel designed the new license/agency template to be viewed and executed electronically, with a short core section of key business terms followed by a separate supplemental terms component, which was then localized over many countries.

Project 3:    International Counsel was retained by one of the largest US privately held companies, operating in the steel cable products sector, to revise and tailor distribution agreements for China, the Middle East (including Iraq), Latin America, Central America and the Caribbean, including for Panama, the Bahamas, Guatemala, Trinidad, Puerto Rico, Peru, the Dominican Republic, Chile and Mexico.   The client’s general counsel was the internationally-experienced former head of Asia-Pacific legal affairs for a major consumer products company yet was able to optimize his internal team’s focus on larger and more strategic issues through the use of International Counsel.

Project 4:  International Counsel served as international contracts counsel for a global consumer electronics products company based in Asia to advise on multi-country contracts issues, with a focus on limitation of liability and warranty provisions designed to bring greater consistency of company policy and risk preferences across the company’s operating units yet to provide a template foundation for taking into account local law variations on what is acceptable and enforceable for consumers in local countries. The company had rapidly grown over the past few decades into a fragmented global organization, and International Counsel was part of the process to implement a consistent legal risk approach, driven by the client’s US general counsel.

Contract Life-Cycle Changes

Project 1:   To facilitate the update and amendment to large numbers of global contracts, International Counsel advised on and implemented a process to determine termination dates, length of notice, potential post-termination compensation and foreign corrupt practice issues, create generate amendments (or amended and restated agreements if the initial contract was inadequate), and take into account the effect of contract dispute resolution in the event a terminated party threatened action or pushed back with revised terms or constructive termination claims.

Project 2:   To implement a system for amending large numbers of global contracts, International Counsel generated amendments (or amended and restated agreements if the initial contract was inadequate), taking into account the impact of local laws that may override contract terms and potential contract dispute resolution and potential termination claims.

Assessing Legal Risk in Existing International Contracts

Project 1:  To assist a client wishing to closely control international distributors without violating foreign law, International Counsel assessed the risk in distribution agreements to be used in multiple countries, with a focus on the EU, to restrict allocated territories (only France, for example) and restrict sales through online channels (such as Amazon and eBay), which are subject to EU and individual country laws that only allow online restrictions in special circumstances of what is called a “selective distribution system” and with distributors that can only provide their level of sales and service outside of an online environment. 

Project 2:    To assist a client with contractual relationships in several countries, International Counsel assessed contract risk of enforceability and potential local country law override of contract terms, and whether dispute resolution provisions exposed the client to risk of court action in local countries or to enforcement issues if a US court judgment required enforcement in local countries. International Counsel also recommended a second phase to assess potential tax liability and potential fines and penalties and possible retrospective compensation, implement contract remediation and consider restructuring and entity creation options to limit the risk of in-country taxation of revenues (if found to have a local presence as a “permanent establishment”).

Legal Risk in M&A Contract Due Diligence and Integration

Project 1:    To facilitate the integration of several new acquisitions, International Counsel reviewed the post-acquisition impact of multiple sets of international agents in each acquired company across a large range of countries, including termination risk, and facilitated a process of moving agents onto a consistent best-practice international template created by International Counsel.

Project 2:  In representing the buyer in its acquisition of a US manufacturing company, International Counsel assessed the potential legal risk in customer and supplier contracts, including assembly and supply relationships subject to in-country regulation and potential tax and revenue re-classification due to prospective regulatory changes in treatment of foreign assembly operations. (International Counsel was a lead counsel in the transaction, which received a Cross-Border Deal of the Year award in November, 2017).

Project 3:    To assist the private equity purchaser of a US company with contractual relationships in several countries, International Counsel assessed contract issues in an acquisition of a US company with independent contractors in 30+ countries and design a process for prioritizing countries in 5 tiers, taking into account their revenue generation potential and in-country risk of employee re-characterization, a process that was more than twice as efficient as compared with the client’s initial assumptions of required foreign counsel input, and at significantly lower International Counsel review rates.