International
The expansion of Waller Lansden’s international practice reflects the continuing impact of the global economy and the growing number of our clients engaged in commercial activities outside the United States. Attorneys in each of the firm’s practice areas have experience working on matters in multiple foreign jurisdictions, and we maintain contacts with other legal professionals throughout the world.
We utilize the latest technologies to ensure seamless global communication and exchange of information and documents, including the use extranets and virtual data rooms. In matters involving parties and counsel in other jurisdictions, it is critical to understand cultural differences and the nuances of the business, social and political climate. Our attorneys routinely engage and work with our network of foreign counsel, accountants, bankers and other professionals to provide an integrated team approach to handling international matters.
To further provide the means to effectively fulfill client needs throughout the world, Waller Lansden is a member of the World Services Group, a global network of professional service firms representing 15,000 professionals, with 400 offices in 120 countries.
Waller Lansden attorneys have transnational experience assisting clients in the following critical areas:
Immigration and Employment-Related Services
Attorneys in Waller Lansden’s Regulatory Group have handled numerous U.S. and foreign visa applications for employees of corporate clients and individuals. A major emphasis of our practice involves securing visas for foreign executives, managers and other professionals including physicians and other medical professionals. We assist all types of companies in meeting their personnel needs while at the same time assuring compliance with the requirement that all employees be eligible for employment in the United States.
In order to provide high quality immigration services that are both efficient and cost-effective, Waller Lansden teams its immigration attorneys with experienced non-lawyer Immigration Specialists. These individuals have extensive backgrounds in the fields of both immigration and human resources.
The Waller Lansden Immigration Team utilizes industry-leading software to manage cases and visa applications. To further assist our clients, Waller Lansden offers ImmigrationTracker which provides secure and timely access 24-hours-per-day to detailed case information - including status reports - via the Internet.
Our firm’s attorneys have negotiated and prepared employment and consulting agreements for offshore employees and U.S. employees of foreign companies, and also advised on the structure of employee benefit programs covering foreign employees.
Representative experience:
- Handling all immigration matters for an international manufacturer of rubber products whose U.S. headquarters are located in Nashville.
- Obtaining visas for numerous clients in Europe, South and Central America, Asia, Africa and the Middle East.
- Developed equity and incentive compensation programs for U.S. companies with employees and consultants located in foreign jurisdictions as well as international companies with employees and consultants located in the United States.
- Represented a major Japanese tire manufacturer regarding the provision of employee benefits and wage payments to non-resident aliens in the United States
- Structured U.S./U.K. dual employment agreements for company executives of a U.K. biopharmaceutical company.
Intellectual Property
Waller Lansden’s Intellectual Property attorneys have handled numerous international intellectual property licensing and technology outsourcing, supply, distribution and franchising agreements.
Our trademark attorneys are regularly involved with trademark searches, clearance, prosecution, protection and maintenance in over 100 countries in Europe, Asia and the Americas. Waller Lansden attorneys also have litigated patent, trademark and copyright infringement claims within and outside the United States. Clients range from Fortune 500 companies to startups.
Representative experience:
- Established international intellectual property licensing agreements for a medical information management company.
- Developed electric generation technology, manufacturing and services agreements with suppliers and licensees in Japan, China, Canada, U.K., France, Finland, Mexico and Russia for the world’s leading producer of low-emission microturbine systems and for a leading manufacturer of high-tech coating systems.
- Established license agreements for U.K., Australia and New Zealand subsidiaries of an international non-profit/charitable mission organization.
- Established license and co-development agreements for a U.K. biopharmaceutical company for license of intellectual property rights to a French life sciences company.
- Represented a publicly traded retailer in a dispute over use of trademark in Canada.
- Established franchises in several foreign jurisdictions for a U.S. fast food restaurant chain.
Litigation and Arbitration
Waller Lansden attorneys have represented both domestic and foreign clients in cross-border disputes before international tribunals and in obtaining and enforcing judgments against parties in multiple jurisdictions.
Representative experience:
- Represented a German engineering company in an arbitration tried in the International Court of Arbitrations regarding contract and tort claims valued at $60 million.
- Represented a Japanese chemical company with a multi-national presence in an arbitration resulting in $13.5 million award to the client.
- Represented a U.S. financial services company in obtaining multi-million dollar judgments against makers of promissory notes and guarantors in Argentina, Greece and Canada.
- Represented a U.S.-based healthcare services company in a U.K. arbitration involving matters of Saudi Arabian law.
- Represented a well-known songwriter in obtaining a judgment against an Israeli national that required the transfer of copyright ownership.
Taxation and Regulation
Waller Lansden attorneys regularly review and advise clients on matters of international taxation, tax treaties, transaction structuring, passive foreign investment company rules, income repatriation, domestic and foreign withholding obligations, Free Trade Zone requirements, transfer pricing rules, import and export controls and Foreign Corrupt Practices Act compliance.
Waller Lansden has been retained by the United Kingdom Department of Health to advise on legal issues as the Department of Health continues to move toward privatization of portions of the National Health Service, in particular advising on issues relating to the ownership of healthcare providers and facilities by physicians.
Representative experience:
- Advised the world’s third largest memory chip maker on importation of products from Europe and the Far East into the United States through a Free Trade Zone.
- Advised an Italian manufacturing company on importation of goods into the United States through a Free Trade Zone.
- Represented a major international corporation headquartered in Japan in government relations and conflict management.
Transactions
Waller Lansden attorneys have represented U.S. clients in a number of transactions involving the acquisition and disposition of foreign companies and assets as well as the acquisition of U.S. companies and assets by international acquirers. We have provided counsel in the financing of domestic entities by non-U.S. lenders as well as the financing of international entities by U.S. lender. Our experience in international corporate and commercial transactions also included cross-border guaranties, joint ventures, venture capital investments, securities offerings and securities compliance. In addition, our attorneys have assisted in the establishment of overseas manufacturing facilities and real property transactions.
Representative experience:
Mergers and Acquisitions
- Represented leading U.S. manufacturer of pet containment products in connection with £9 million share acquisition of U.K. pet products manufacturer.
- Acted as counsel for German manufacturer of nuclear electronics equipment in $18 million acquisition by U.S. homeland security company.
- Represented a U.K. life sciences company in a £12.7 million (U.S. $25 million) acquisition of a U.S. drug development company. Merger consideration consisted of ordinary shares listed on the London Stock Exchange and required concurrent U.S. Regulation D private placement.
- Represented leading global manufacturer of musical instruments in $90 million acquisition of Danish multinational audio electronics manufacturer.
- Represented aerospace companies in joint venture manufacturing agreements with U.K. companies.
- Represented a leading Italian manufacturer of metal components in connection with industrial site location efforts in the United States and supplier agreements with component manufacturers located in Latin America and Asia.
- Represented a major U.S. sporting goods manufacturer in the establishment of a manufacturing facility in Jamaica.
- Acted as counsel to a U.K. intellectual property management company in connection with merger with a multinational intellectual property consulting services company. The merger currency in the transaction was acquiror stock, which was listed on the London Stock Exchange. As a result, the transaction involved a simultaneous Regulation D placement.
- Represented a Dutch publicly listed manufacturer in a proposed $400 million strategic acquisition of a division of a NYSE listed company (did not close).
- Acted as counsel to a Dutch metal products manufacturing company in connection with their acquisition of the metal can manufacturing division of a global food products company. This included a long term supply agreement, and acquisitions in Puerto Rico and American Samoa, and dealings with the Los Angeles Port Authority.
Securities Offerings and Financial Services
- Represented a U.K. life sciences company with ordinary shares trading on the London Stock Exchange in the establishment of an American Depositary Receipts (ADR) program and the NASDAQ listing of the ADRs.
- Represented a U.S. biotechnology company in connection with its initial public offering of common stock on the London Stock Exchange.
- Acted as U.S. counsel for a U.K. investment bank in various multijurisdictional securities offerings involving both Rule 144A offerings into the U.S. and offshore offerings by U.S. issuers under
- Regulation S.
- Represented the largest shareholder of a U.S. biotechnology company in connection with initial public offering and listing on London Stock Exchange’s Alternative Investment Market (AIM).
- Represented a French pharmaceuticals company in tender offer to acquire outstanding shares, ADSs and convertible debt securities of a French genomics company and acted as counsel to target in connection with subsequent going private transaction.
- Acted as counsel to a Dutch metal products manufacturing company in connection with the issuance of a second round of high-yield debt, including financing of additional efforts related to the acquisition of manufacturing assets of a global food products company.
- Represented a U.S. financial services company in a $61 million dollar financing of 12 diesel-fired power generation facilities in Brazil.
- Represented various lenders in connection with financing energy power projects in India, Turkey and the Philippines.
- Represented a U.S. lender in numerous secured financings of telecommunications switching equipment in the United Kingdom, France, Germany, Belgium, Switzerland, Sweden, Mexico, Hong Kong and Japan.
- Represented a U.S. lender in dollar/euro senior secured credit facility for borrower with U.S., U.K. and other overseas subsidiaries.
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