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International Business Transactions

Miles & Stockbridge represents U.S. and multinational corporations (from Fortune 500 multinationals to privately held businesses) in transactions abroad and has longstanding relationships representing non-U.S. companies in direct investment and general business activities within the United States and North America. For the past 35 years, our lawyers have regularly negotiated and structured transactions between U.S. and foreign corporations involving business combinations (including mergers, acquisitions and joint ventures), direct investments and global trade issues.

For our international practice, we determined at the outset that we would use the same principles we had followed for years with our other local, regional and national clients. We made further investments in learning their business, knowing their culture and developing trust critical to maintain the necessary confidences for crossing country and cultural lines. Some of the closest personal relationships of our lawyers are with individuals in other countries derived from these early business relationships which have endured with the Firm. At the same time, we tried to evaluate objectively the weaknesses and strengths of the way in which American business leaders and lawyers approach business matters. As a result, we adjusted our approach and the strategies of our clients to more effectively pursue international transactions. Our practice has not been restricted just to the large multinational corporations, but also includes individual investors and traders, businesses held in the same family for generations and small and medium-sized companies for whom the U.S. market is the major part of their overseas business.

As business has evolved from being international to global, the Firm's international business practice did likewise. We have helped both U.S. and foreign clients with investments and projects throughout the world seek financing and in-sourcing of goods and services from the most cost-efficient and reliable jurisdictions all over the world. Clients soon sought our assistance in not only U.S.-linked transactions, but also in acquisitions, financings and other projects where our knowledge of the client and its business and our relationships and ability to deal with law firms in foreign jurisdictions enabled us to coordinate and conclude the transaction in the more expedited time frame required by our client's management. In many of these transactions, at the client's election, we have served in the traditional lawyer's role of strictly handling the legal questions and issues and drafting the necessary multinational documentation. In others, we have brought significantly greater value to the clients by assisting them in assimilating and integrating newly acquired targeted entities and new business initiatives into their ongoing operations. By being involved in the day-to-day operations and transactions of these clients, we are able to streamline the transactions with an eye toward better achieving the post-transaction strategies and synergies on which those transactions were premised.

For more than 35 years we have represented corporate and individual offshore investors as counsel on the establishment of real estate, manufacturing and sales operations in the U.S., and similarly advise U.S. companies on overseas investments. We also regularly advise U.S. and foreign clients on transborder mergers and acquisitions and related tax and finance considerations. One requirement of our counsel in most instances is the tax treatment of royalties, dividends and interest generated by the operations and the availability of foreign tax credits, and we have working knowledge of the international treaty provisions that restrict many of the options ordinarily available to strictly domestic operations. Where such restrictions affect repatriation of assets, we recommend effective alternatives to minimize the tax burden involved. Our lawyers have the sophisticated knowledge to recommend the optimum strategies involving corporate structure and operation and their effect on investment. Through these transactions, we began to develop the close working relationships we have with law firms in most of the world's principal market areas. Some of these relationships have developed into alliances with these firms, where we have been closely involved in joint representation of clients in their overall business strategy in the particular jurisdictions. These relationships have also been supplemented by our membership in TerraLex®, a worldwide network of independent law firms comprising 15,000 lawyers in nearly 100 countries. There are few jurisdictions where we cannot provide the necessary services sought by our clients through these relationships.

We have advised numerous foreign clients on their investment into our mid-Atlantic region. Working closely with state and local economic development agencies, we were able to bring to the foreign investors a range of services sufficient to satisfy all of their needs. Simultaneously, through our participation in the various programs offered by the development agencies to attract these investors, we established the necessary relationships to offer more effectively to the foreign investors the state and local financing and grant programs critical to support the first two years of an investment's uncertainty and unprofitability. Early on, we recognized that one of the critical requirements for representing these companies was to establish an immigration practice for business visitors and transferees sufficient to meet all of the needs required to establish, operate and maintain these foreign-held investments. Within several years, we were lobbying the U.S. State Department to make necessary regulatory changes in the so-called "E" Treaty visa classifications to better facilitate the foreign investment. Those changes were implemented three years later.

Our lawyers frequently counsel multinational and U.S. corporations on global export and sales activities. We have experience with U.S. export restrictions and trade agreements, as well with the negotiation and preparation of sales distribution agreements and export sales contracts under the U.N. Convention on Contracts for International Sale of Goods. A key strength of our trade practice is our work with commercial finance clients on insured letters of credit that allow foreign countries and companies to acquire a variety of U.S. exports. Finally, we are familiar with all trade and transactional implications of U.S. laws regarding foreign corrupt practices, boycotts and antitrust issues.

Please click here to read more about our International Finance Practice.