Practice Strengths

It takes insight and experience to help small companies become large ones, and to help large companies continue to grow in reach and dominance. That's what Baker Hostetler business lawyers have done for more than 90 years.

Our international business experience includes mergers and acquisitions, joint ventures, technology transfers and licensing, debt and equity financing, and contracts and commercial agreements, and compliance with laws and regulations governing international trade.

Creativity and flexibility are the hallmarks of our international business practice. For example, we represented an Argentine investor group in the second-largest investment fund formation in South America, and negotiated joint venture in China, New Zealand and Taiwan to acquire a 70 percent ownership interest in a Shanghai semiconductor manufacturing facility.

We have represented corporate clients of all sizes on business transactions in more than 100 countries.  Every year, our lawyers handle billions of dollars in business combinations and financing transactions having global components.

We understand both the art of the deal and the special international considerations involved, such as the impact of the U.S. Foreign Corrupt Practices Act (the International Anti-Bribery and Fair Competition Act) on the conduct of international business. Compliance counseling also includes assistance and advice on the law governing exports and imports including the Export Administration Act, Customs law compliance[ and Anti-Boycott Regulations. We frequently help create new opportunities for foreign clients outside their home countries, including their entry into and operations in the U.S.

With language capabilities, an understanding of specialized tax and intellectual property issues, and a strategic focus on the interaction between business transactions and trade flows, we work to ensure that cross-border transactions meet our clients' objectives anywhere in the world.

Recognition

• Designated in the latest edition of Chambers USA as being among the top corporate, bankruptcy, real estate and mergers and acquisitions firms in Ohio.
• Appointment of two team members to the District Export Councils in their region by the U.S. Secretary of Commerce.
• Service on various regional boards of World Trade Associations and Councils.

Leadership in Action

International Business Transactions: Clearing the Way for Entry into the Indian Market

Client: Stoneridge, Inc.

Type of Matter: Joint venture for manufacturing automotive instrumentation

Our Client's Challenge: To supply instrumentation to automobile original-equipment manufacturers at their locations in India, using equipment that met the designs and standards for that market.

The Goal: Team with a highly competent, quality company possessing complementary products and knowledge of the Indian automotive market, establishing a mutually beneficial relationship to make instrumentation for that market.

Our Strategy: The transaction required an understanding of the products involved and roles each party would play with product design, manufacturing and sales within the Indian automotive market. It was essential to structure the agreement on all levels—ownership and control, management, operations, performance, intellectual property development and tax—in a way that would fit the needs of all concerned. This agreement had to be relevant in both the United States and India, and it needed to encourage cooperation as well as reward the protection of intellectual property. Success depended on an agreement that set out the aspirations and responsibilities of the parties clearly, while leaving room for change as needed and an ability for the parties to grow together in a new relationship.

Results: In the resulting transaction, each side had a detailed and clear understanding of its role and obligations. The parties began fulfilling their roles immediately, developing products and meeting customer demands, rather than taking time to work out operational issues and position themselves in the relationship. The joint venture has exceeded market development and sales expectations.

Representative International Transactions

• Provided tax advice in connection with a proposed multibillion-dollar combination between two large mining companies (both headquartered outside the U.S.).
• Handled tax representation of a large REIT in connection with European investments.
• Advised Europe's largest newspaper and magazine publisher on transactions to sell its U.S. magazine business. Approximate transaction value $450 million.
• Counseled Developers Diversified in the formation of DDR Macquarie Fund, a joint venture with a newly-formed Australian-based listed property trust.
• Represented UK-based financial institution on disposition of majority interest in UK-based public corporation.
• Worked with one of the world's largest office supply retail chains to establish operations in Brazil.
• Negotiated with joint venture partners in China, New Zealand and Taiwan to acquire a 70 percent ownership interest in a Shanghai, China, semiconductor manufacturing facility (with sales operations throughout East Asia) for a U.S. investor.
• Assisted a Guatemalan corporation in numerous transactions involving the acquisition of farmland, food processing operations and warehouse facilities throughout Guatemala.
• Retained by a Mexican concern to structure a transaction involving two different U.S. companies and two Brazilian companies to construct a thermo hot water treatment facility in Brazil.