International Transactions

At Davis Malm, we approach our clients' international transactions with the same philosophy we use in purely domestic transactions—to offer cost-effective, high-quality representation that is responsive to our clients’ needs and to cut through the morass of legal requirements with a streamlined, cohesive strategy. As a mid-sized firm with experienced international transactions attorneys, we are uniquely positioned to serve a full range of clients with international business—from small businesses, even sole proprietorships, requiring international advice to NYSE-listed companies with operations throughout the world.

Our team serves both domestic companies doing business abroad and foreign entities engaging in transactions in the United States. Our lawyers counsel clients in varied industries with respect to international transactions, including recent matters in Canada, Asia, Latin America, and Europe. To represent our clients effectively, we have formed important relationships with local counsel, financial institutions, and providers of supplementary services in many countries.

Our interdisciplinary team regularly negotiates and prepares commercial agreements, represents companies in international mergers and acquisitions, helps clients establish and operate cross-border branches or subsidiaries, handles NAFTA issues, and counsels clients in matters concerning international tax, trade, antitrust, export, and the U.S. Foreign Corrupt Practices Act. We also assist clients with cross-border financing strategies. We have special expertise in assisting our clients to structure their transactions tax-effectively, for example, maximizing deferral on U.S. tax or foreign-source earnings and transferring intellectual property to tax-friendly jurisdictions.

Representative Matters

• We closed a complex transaction for a specialty pharmaceutical client in which a Chinese pharmaceutical entity invested in our client and agreed to collaborate with our client to develop and manufacture pharmaceutical products in China.
• As general counsel for an NYSE-listed company with locations throughout the world, we closed an acquisition of a Canadian public company for $56 million in cash, $118 million in our client's stock, and the assumption of approximately $235 million of the acquired company’s debt. The acquisition required working with local counsel in Canada to resolve issues under Canadian securities laws.
• Obtained a favorable IRS private letter ruling for a foreign corporation permitting a retroactive "C" corporation election with the IRS for a domestic LLC.
• We represented a U.S. pharmaceutical company and its India-based subsidiary in numerous licensing and joint venture transactions with major educational and government organizations in India and represented them in their sale to a British entity. We also represented a principal of the acquired entities in a spin out of these entities, which involved, among other issues, special purpose financing arranged through an Indian private equity fund and coordinating U.S. and Indian tax and securities laws.
• We represented a leading Canadian provider of diagnostic imaging technology in negotiating and preparing documentation for a series of distribution transactions pursuant to which its technology will be used in conjunction with the products of the world's top three major radiological equipment manufacturers and radiology information systems (RIS) vendors.
• We represented a U.S. manufacturer in a joint venture with a Chinese partner for the construction of a manufacturing facility in Shanghai.
• For an expanding U.S. Internet technology company, we set up a holding company in the Netherlands and are currently counseling this client on its expansion into China and other countries in Europe and Asia.
• For a British bicycle manufacturer and distributor, we structured its U.S. subsidiary and the related intercompany agreements.
• Advised a U.S. software firm opening a Brazil sales office and determined methods for reduction of taxes on repatriated profits.
• Advised a foreign corporation on its entry into the U.S. market for the distribution of EU manufactured machine parts.
• We represented a Singapore-based public company in its joint venture with a privately held U.S. company to develop and market hardware and software products for postal, courier, and logistics markets.