Practice Strengths

Backed by a full-service firm, Baker Hostetler's German Practice is uniquely positioned to contribute the insight and legal experience required to assist companies from the German-speaking countries with their investments in the United States.

With extensive experience representing German, Swiss and Austrian clients and their U.S. subsidiaries, our practice is as diverse as the investments of these clients in the United States.  We provide our clients with comprehensive legal advice on corporate issues including mergers and acquisitions, strategic alliances and joint ventures, corporate finance, site selection and formation of subsidiaries, intellectual property, and a full range of international financial services.  Our experience includes U.S.-inbound transactions and outbound transactions making us well positioned to help you expand your business in the United States and globally.

Mergers and Acquisitions
Members of our German Practice have represented numerous clients based in the German-speaking countries in all aspects of cross-border mergers or acquisitions of companies located in the United States and abroad.

For example, we have assisted clients with diligence investigations and reports, tax planning and structuring of acquisition proposals, negotiations and preparation of acquisition and financing documentation. Our experience also includes numerous privately negotiated acquisitions as well as takeovers of publicly listed companies.

Strategic Alliances and Joint Ventures
Our German Practice delivers comprehensive services in joint venture transactions on every major continent with a depth of experience structuring and negotiating alliances and joint ventures involving U.S. and German parties, as well as multi-party ventures with other foreign entities. Our lawyers have managed a full range of transactions from basic two-party partnerships to highly complex, multi-layered corporate reorganizations involving numerous parties and sophisticated corporate and tax structures, as well as proxy solicitations and regulatory approvals. We also serve clients effecting divestitures, spin-offs and recapitalizations through joint venture structures.

We work with clients to design and implement transaction structures, tax efficiencies, risk management measures and negotiating strategies. In committing our experience and team approach to transactions, we provide proactive planning and responsive service to help set and meet our clients' timetables and goals.

Corporate Finance
The German Practice draws on the experience of our more than 60 lawyers dedicated to corporate finance across each of our 11 offices nationwide. We represent borrowers and lenders in billions of dollars of commercial finance transactions including private placement of debt and equity securities, venture capital transactions, debt restructuring, leveraged financings, and numerous other transactions.

Site Selection and Formation of Subsidiaries
We have the resources necessary to assist clients in selecting the appropriate location for “green-field” investments in manufacturing facilities in the United States. Our lawyers can assist in the negotiation of state and local incentives for foreign investments and advise on the complete range of legal issues in connection with the formation of subsidiaries in the United States.

Intellectual Property
Our full service Intellectual Property (IP) team assists clients with all forms of IP including patents, trademarks, copyrights, trade secrets and domain names. We provide guidance in all phases of IP planning—from the formulation of initial strategies and “best practices” to securing IP rights, creating strategies for exploitation (licensing, joint development, etc.), litigation and other forms of dispute resolution. From aerospace technology to antiviral drugs, from software and web content to consumer goods, entertainment, advertising, cartoon character rights and financial services, we have the hands-on knowledge to help our clients secure and use IP assets for maximum competitive advantage.

International Tax
Our International Tax Practice has assisted clients with multi-faceted international matters, including structuring inbound and outbound business and real estate investments; cross-border mergers, dispositions and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; handling international controversies before the IRS and in the courts; and devising specialized planning involving transfer pricing, foreign entity classification, foreign tax credits, foreign currency transactions, profit repatriations and tax treaty issues.

International Trade, Customs and Immigration
Our International Trade, Customs and Immigration Practice represents foreign and domestic companies, associations and governments from every continent in all manner of international trade proceedings before U.S. and foreign regulatory agencies, the courts and international dispute resolution panels, especially the North American Free Trade Agreement (NAFTA), as well as in connection with obtaining visas for executives transferred from abroad.

International Litigation
Baker Hostetler handles major international litigation matters on behalf of both foreign and domestic clients. We advise our foreign clients on the unique procedures and strategies of U.S. litigation, the application of foreign law, treaties and regulations, as well as strategies for settlement, international arbitration or other alternative dispute resolution procedures, where appropriate. Our trial lawyers have won many significant, complex cases and jury trials for foreign clients and governments suing or being sued in U.S. courts.

Baker Hostetler has also represented clients before all major international arbitration forums including the International Chamber of Commerce (ICC), American Arbitration Association (AAA) and the International Centre for the Settlement of Investment Disputes (ICSID).

We are always mindful of costs, and we try to find ways to resolve disputes as rapidly and cost-effectively as possible.

A representative list of our International Litigation Practice areas include:

• Financial Disputes
• Dealer and Distributor Disputes
• Insurance Litigation
• International Tax Disputes
• Product Liability/Toxic Tort and Environmental Law
• Customs Law
• Admiralty and Maritime Law
• International Trade Regulation
• Foreign Payments
• Intellectual Property

Leadership in Action

Gruner + Jahr Spin-Off of US Magazine Business

Client: Gruner + Jahr USA Publishing

Type of Matter: Divestiture

Our Client's Challenge: A complicated and multi-faceted deal where two purchases had to be synced.

The Goal: To successfully divest its U.S. magazines to allow Gruner + Jahr to concentrate on other segments aligned with its growth strategy.

Our Strategy: Baker Hostetler negotiated two parallel deals on behalf of Gruner + Jahr USA to sell its magazine business for a total transaction value of approximately $450 million.

Results: Two separate agreements were reached, one privately negotiated with Meredith Corporation for the sale of Family Circle, Parents, Child and Fitness, and another by means of an auction process with Joseph Mansueto (founder of Morningstar Inc.) for the sale of Inc. and Fast Company.

Representative Experience:

• Acquisition of a U.S. manufacturer of electromechanical devices (motorized actuators and sensors and switches utilized in every major industry including automotive, appliances, furniture, industrial and aerospace) by a German manufacturer of electromagnetic components and sensors
• Acquisitions by a German bioinformatics company of NASDAQ-listed and privately held biotech companies 
• Acquisition of a U.S.-based international logistics company by a Swiss freight forwarding, shipping and logistics group
• Acquisitions by a German-based, international magazine publishing company of two U.S. business magazines and Web sites catering to entrepreneurial needs (two separate transactions), as well as a women's magazine group, including extensive antitrust analysis.  Subsequent divestiture of all U.S. magazine activities
• Complex licensing agreement for European editions of a leading and high-circulation U.S. magazine to a European consortium, as well as the granting of book and video rights
• U.S. production joint venture between major Japanese, U.S. and German battery makers
• Complex multiparty joint venture between the U.S. arm of a German packaging material manufacturer and a DuPont/ConAgra joint venture for new biodegradable packaging materials
• Major outsourcing contract for worldwide logistics services between a North American-based manufacturer of communication equipment and a Swiss freight forwarding, shipping and logistics group
• Acquisitions of a number of regional hardware distribution companies by a privately held German company
• Acquisitions of several U.S. fastener distribution companies with nationwide branch operations by a German-based international fastener and fittings company
• Acquisition of a U.S. manufacturing subsidiary of industrial anchors by a German company from a Swedish group

About our German Practice
Baker Hostetler's German Practice is uniquely positioned to contribute the insight and legal experience required to assist companies from Germany and the German-speaking countries with their investments in the United States. With extensive experience representing German, Swiss and Austrian clients and their U.S. subsidiaries, our practice is as diverse as the investments of these and other German-speaking countries in the U.S. We provide our clients with comprehensive legal advice on corporate issues including mergers and acquisitions, strategic alliances and joint ventures, corporate finance, site selection and formation of subsidiaries, and a full range of international financial services. Our experience includes U.S.-inbound transactions, outbound transactions and cross-border transactions, making us well positioned to help you expand your business in the U.S. and globally.