Overview

The Cross-Border Transactions Team at Gibbons provides corporate and transactional services to international public and private clients seeking to make acquisitions, strategic alliances, joint ventures, or investments in the United States, as well as to U.S. public and private clients seeking to make such investments in international markets. The Cross-Border Transactions Team offers a host of unique benefits and services in various focus areas.

FOCUS AREAS

  • Safe transfers and escrows of significant funds across borders, facilitated by our strong relationships with global banks
  • Formation and structuring of international and national holding companies and navigation of U.S. choice of entity issues
  • Compliance with U.S. import and export controls laws
  • International products purchase, supply, and distribution agreements between purchasers and sellers
  • Guidance on corporate separateness, protection from U.S. litigation risks, and avoidance of U.S. jurisdictional nexus

  • Due diligence of target’s business, assets, and liabilities, including experience in U.S.-specific due diligence of environmental, labor, employment, intellectual property (IP), real estate, insurance, benefits, tax, and other areas
  • Assignment and transfer of registered IP worldwide
  • Post-closing integration assistance, including set-up or closure of U.S. benefit and incentive plans

  • Application of U.S. tax laws with respect to sourcing of income, residency, foreign tax credits, transfer pricing, and branch profits tax
  • Analysis of when foreign persons are subject to U.S. tax on business activities conducted within the U.S.
  • Analysis and interpretation of income tax treaties between the U.S. and its treaty partners
  • Advice to foreign clients on tax issues and planning with respect to the establishment of U.S. operating subsidiaries
  • Determination of applicability of U.S. withholding taxes on fixed or determinable annual or periodical gains, profits, and income
  • Application of and compliance with the Foreign Investment in Real Property Tax Act (FIRPTA)
  • Determination of status of controlled foreign corporations (CFCs) and whether CFC income constitutes Subpart F income taxable to U.S. shareholders
  • Tax analysis and structuring of inbound and outbound mergers and acquisitions to minimize U.S. income tax consequences and maximize tax efficiencies

  • Analysis of applicable antitrust laws, including antitrust merger notification acts, such as Hart-Scott-Rodino in the U.S.
  • Experience with the Exon-Florio provision, authorizing U.S. government examinations of acquisitions of U.S. entities by non-U.S. entities for national security purposes
  • Interpretation of the Securities Exchange Act of 1934, which controls the acquisition of securities of certain U.S. entities

  • Numerous attorneys who have practiced and/or are licensed in foreign countries, which provides a deep understanding of critical legal and cultural differences
  • More than 30 attorneys firm-wide who can collectively read, write, and speak more than ten non-English languages
  • “Referendar” program under which newly admitted German lawyers regularly perform three-month internships on a rotating basis with Gibbons in New York City
  • Membership in Geneva Group International, one of the world’s leading networks of independent law firms from around the world

Resources