International Internet, Telecommunications and e-Commerce Practice Our work on behalf of emerging and established technology companies has given us numerous opportunities to assist with the start-up (including formation and initial financing), intermediate growth (from venture capital to strategic alliances) and advanced development (such as international joint ventures) of our clients' expansion and internationalization. Our international experience, particularly in Asia and Europe, gives us a strong base from which to assist our clients to develop their products and services outside of the United States. In addition to our work directly on behalf of technology companies, we also represent investment banks and other technology company financing sources. We are committed to delivering cost-effective services to our clients, be they established companies, entrepreneurs or start-up companies. KEY PRACTICE AREAS Emerging Company and Corporate Representation Company Formation (including entity selection) Selection of business entity, including weighing a traditional corporate form against limited liability company (LLC) or S corporation options. For example, an entity may be tax-efficient yet discouraged by financing sources (for which the ease of creating preferred shares and control mechanisms are key) Structuring international operations in light of U.S. and foreign tax treatment and the legal characteristics of entities which can be formed outside of the United States Corporate Governance Issues Pre-incorporation, investment and formation agreements among the founders to determine equity sharing, voting rights and other key matters Examples of control mechanisms include "put" rights to enable a party to sell its equity stake to another party, as well as "call" rights to allow a party to buy another's stake Employee Compensation and Benefits Executive employment agreements, non-competes and employee separations Stock options and related securities issues Financing, Securities and Investments Venture Capital and Angel Financing Structuring and negotiation of VC and angel investment vehicles, warrants, options, registration rights and related agreements, including minority investor protection and participation rights, often with board seats Public Offerings Preparation and structuring of IPOs Mergers and Acquisitions, Joint Ventures and Other Forms of Strategic Alliances Whether as an exit option or strategic relationship Internet Development and Licensing Co-Branding, Distribution and Affiliation Agreements Including exclusive arrangements and "most favored customer" commitments Subscriptions, User Agreements and Privacy Policies Such as subscription agreements for gaining access to Internet Service Provider (ISP) services Portal Agreements, Sponsorship and Advertising Agreements Including placement of Web site banner ads Web Hosting and Maintenance Arrangements An increasingly sophisticated range of options for controlling a Web site even though it is hosted by a third party Outsourcing Agreements for Non-Core Functions Most start-ups and even established companies are increasingly outsourcing many important "non-core" aspects of their businesses e-Commerce Purchase, Sale and License Agreements Including "shopping cart" systems and digital signature issues Software Licensing, VAR and Distribution Agreements These agreements are subject to many potential traps that can cause a company to lose control of critical intangible property Trademark and Other Intellectual Property Protection Includes protection for domain names, trademarks, copyrights (for software and multimedia products) and patents (for Internet business methods) Prevention of disclosure and restrictions on use of proprietary information International Aspects Foreign Investment Issues Includes rules which may impose barriers to entry or limit equity participation and technology arrangements entered into by foreign investors Joint Ventures and Strategic Alliances The structuring, negotiating and documenting of complex transactions In the international context, in addition to the usual commercial considerations, such arrangements must take into account cross-cultural sensitivities, the need to blend different legal systems, currency issues and dispute resolution Technology Licensing Defining, protecting and arranging compensation for a company's key intangible assets takes-on an added degree of complexity when crossing borders International Tax Implications Taking into account both the impact of U.S. taxes (such as "hybrid entities" to achieve partnership status and Subpart F controlled foreign corporation rules) and local taxes abroad U.S. Regulatory Compliance Including compliance with U.S. export regulations for goods or services sold to foreign nationals, anti-boycott compliance and Foreign Corrupt Practice Act (FCPA) regulations Foreign Regulatory Compliance Including adjustments to Web site information and policies required outside of the United States, such in the European Union and Asia. As examples, a European Union directive on the protection of consumers may require written confirmation of orders and an explanation of cancellation policies, and a Japanese direct sales law requires disclosure of expected delivery times and warranties OUR INTERNET AND TECHNOLOGY PRACTICE TEAM In addition to Michael Hogg and David Laverty, our team draws upon lawyers who focus on the kind of securities and intellectual property law issues faced by technology companies, including in an international context. TYPICAL PROJECTS Representation of business-to-business Internet portal company, including structuring of entity and its operations (such as shareholder agreements for venture capital financing), negotiation and documentation of alliance and sponsorship arrangements, and drafting subscriber, representative and sponsorship/advertising agreements Structuring and counseling holding entity for Internet business method technology Advice and documentation to establish a Korean corporate entity and New York LLC, along with an Japanese bank's minority investment in each, including shareholder agreement structuring and minority investor protections such as put option, approval rights and sale rights Recommendations on alternatives to structuring distribution and services operations in Southeast Asia, including the evaluation of entity alternatives in Singapore, Malaysia and Hong Kong and U.S. and foreign tax implications (such as minimizing foreign country taxes, U.S. foreign tax credits, Subpart F controlled foreign corporation rules and "hybrid entity" treatment) Structuring, negotiation and documentation for a Japan joint venture, including equal board representation yet majority control and use of "hybrid entity" for U.S. partnership tax treatment (and deductibility of start-up losses) Advice concerning the organizational structure for a telecommunications venture's Latin American operations Advice in connection with the corporate restructuring of a Middle East wireless telecommunications joint venture's Central Asia network, including the treatment of dividends and shareholder loans Lead responsibility for negotiating and documenting parallel financing transactions from OPIC (the Overseas Private Investment Corporation) and a European bank in an emerging Baltic economy for an international telecommunications company and its foreign joint venture. Documentation included principal loan documents for both OPIC and private bank facilities, project completion agreement and shareholder guaranty documentation Representation of dominant (though minority) shareholder's interests in a Latin American 4-party joint venture's financing through a regional public financial institution, including negotiation of loan terms, parent company guaranty documentation and shareholder contribution obligations in the event of joint venture default (secured by pledged securities and letters of credit) Legal oversight responsibility on behalf of minority shareholder's interests in its Asia-based joint venture's sale/leaseback of telecommunications equipment, including minority shareholder's role as a guarantor of the transaction Structuring, negotiation and documentation of foreign operations, including a cooperation agreement designed to provide control without equity, a licensing arrangement and a management agreement to ensure control despite lack of equity Representation of company in resolving foreign product approval and import issues, including work with relevant foreign government agencies in charge of testing and approval issues Development of a regional product warranty for use in 19 separate jurisdictions in Asia, including limitation of liability and warranty disclaimer issues and treatment under the UN Convention on Contracts for the Sale of International Goods Drafting and negotiating software licensing and distribution agreements, VAR agreements, and consulting and software development agreements back to top | home © Copyright 1997-2004, InternationalCounsel. All rights reserved. Disclaimer.