Summary of Representative Transactions

International Commercial Practice

• Design and implementation of the legal aspects of a Latin American expansion program by a U.S. office equipment and business machine manufacturer. This included work with the General Counsel to draft prototype distribution agreements, selection and supervision of local counsel to ensure compliance with local law, structuring of subsidiary operations, overseas trademark protection, resolution of customs and other issues related to export sales, and arrangements for legal services for the client's in-country personnel.
  
  
• Design and implementation of the legal aspects of a global expansion program in by a U.S. trucking company as it offered door-to-door foreign transportation services from the United States and Canada to consignees throughout the world. This included work with Corporate Counsel to select and supervise local counsel to ensure compliance with and to minimize liability under local law, drafting and negotiation of agency and representation agreements with local companies to act on behalf of the client overseas, advice on intercorporate issues where the client's foreign affiliates served as local agents, assistance with establishing foreign subsidiaries, and advice on related corporate matters.
  
  
• Drafting and negotiation of agreements with foreign governments to provide customs inspection services at foreign points of entry in developing countries. This involved unique issues relating to protection of the client's interests from arbitrary action by the local governments, and ensuring payment by the governments for services and equipment provided under the contracts.
  
  
• Design and implementation of the legal aspects of a marketing program for novelty products exported to the United States by a Hong Kong manufacturer. This involved formation of a limited liability company in the United States, drafting of a sales representative agreement, distribution agreement, consulting and employment agreements, and extensive tax planning to minimize U.S. taxation of the Hong Kong company and its U.S. affiliate.
  
  
• Due diligence and documentation of the U.S. and Russian law aspects of the acquisition by a Swiss corporation's Russian subsidiary of shares of a U.S. company involved in Russian petroleum exploration.
  
  
• Representation of a major league baseball team in negotiating and acquiring land in the Dominican Republic for purposes of building a training facility, and assistance to the team as it resolved issues relating to contracts with and signing bonuses for local players.
  
  
• Assistance to a U.S. telecommunications company as it sought approval to deliver satellite based Internet and related services into a developing country with inadequate ground-based communications infrastructure. This involved dealing with issues that were questioned by the local military, access to shared network resources, allocation of frequencies, interconnection of public and private networks, and related matters.
  
  
• Representation of a U.S. company in contract negotiations and alternative dispute resolution proceedings relating to the installation of energy-saving equipment and retrofits at Russian mining operations.
  
  
• Representation of a U.S. oil company in applying for and negotiating a concession (license) for offshore petroleum exploration and development in the Dominican Republic.
  
  
• Representation of U.S. manufacturer with foreign sales through Latin American distributors concerning establishment of an offshore foreign sales corporation to reduce U.S. income taxes on export sales.
  
  
• Development of corporate policies on compliance with the U.S. Foreign Corrupt Practices Act and U.S. Antiboycott Regulations for a client with local agents in or dealing with Islamic countries, and presentation to management and the board of directors.
  
  
• Assistance to a foreign bank on how to qualify as an eligible foreign custodian under U.S. securities laws.
  
  
• Advice and analysis to clients on utilization of offshore facilities to maximize confidentiality and minimize taxes for business operations.
  
  
• Advice to a U.S. exporter of business products on U.S. antitrust laws and European Community competition laws as applied to supply and distribution arrangements.
  
  
• Negotiation of joint venture and license agreements for a U.S telecommunications company to provide cellular telephone service in Portugal.
  
  
• Advice to a U.S. based international air cargo carrier on planning its foreign operations and its utilization of its own foreign affiliates as local agents in ways that minimize local and U.S. taxes.
  
  
• Negotiation of terms of acquisition of Latin American hotels by a U.S. corporation with nationwide hotel operations, and preparation of documents and agreements necessary to implement the transaction.

e-Commerce and Cyberlaw Matters

• Advice to a U.S. technology company on issues, problems, and differences from U.S. practice in drafting software license agreements for use in the European Community.
  
  
• Representation of a U.S. software developer as it developed its marketing and distribution channels, including drafting of its VAR, OEM, and software development agreements.
  
  
• Advice on ownership of software developed overseas and the effect of that country's laws on ownership and other intellectual property rights. This included the need for remedial action to ensure ownership rights.
  
  
• Advice and drafting of key components of a Confidential Offering Memorandum and Subscription Agreement utilized by an e-business to raise private capital to fund its operations.
  
  
• Advice to a website development company on drafting its prototype development agreements, guidance on maintaining ownership of its created works, and assistance in negotiating website development agreements with clients. This involved issues relating to ownership of web content and design software, as well as web hosting services, site maintenance, and the ISP's responsibilities.
  
  
• Assistance to a U.S. company with foreign operations concerning its domain name registration, and protection of the name and other intellectual property rights in countries where the client has or anticipates operations.
  
  
• Advice on website privacy policy issues and jurisdictional questions arising from the interactive functions of a website.
  
  
• Internal due diligence review of a company's ownership of its intellectual property rights, its principal asset, in connection with preparing the company for acquisition negotiations.
  
  
• Review of strategic, software, and hosting partnership relationships for a B2B software provider.

Nonprofit and Exempt Organizations Practice

Educational Organizations

• General representation of a § 501(c)(3) consortium of universities with respect to maintenance of tax-exempt status; unrelated business taxable income; guidance to management and the board on fiduciary duties, responsibilities, and corporate governance issues; drafting and review of agreements; and work on general corporate matters.
  
  
• Drafted and negotiated technical assistance and university development agreements with counterpart organizations such as the leading university in the Peoples Republic of China, a foundation controlled by the royal family of Qatar, an association of private universities in Indonesia, and the principal university system in Malaysia.
  
  
• Reviewed, drafted, and negotiated agreements with a major U.S. publishing company, a multinational telecommunications company with an international educational division, and an association of national financial institutions to provide educational courses and materials to Asian universities and students.
  
  
• Negotiated with the Central Bank of the Dominican Republic and U.S. banks for the purchase and conversion of private U.S. dollar denominated Dominican debt into local currency at a favorable exchange rate to create an endowment for a local Dominican foundation to fund local undergraduate agricultural education as part of a U.S. university project.
  
  
• Designed legal and tax aspects of a corporate sponsorship program to fund a technology and computer training program in China where participating corporations would be able to obtain exposure in the Chinese market with tax-deductible contributions.
  
  
• Obtained a favorable private letter ruling from the Internal Revenue Service with respect to establishment of the for-profit subsidiary of the nonprofit parent. Incorporated and organized the subsidiary, and developed legal aspects of intercorporate operating policies. Created and implemented a plan for joint operations to allow commercial profit-making programs to be carried out using the good will and existing world-wide recognition of the parent corporation's members without adverse income tax consequences to the parent.
  
  
• Drafted prototype membership (franchise) agreements for participation by foreign universities in a global distance education network to provide American-style education overseas through modern telecommunications technology.
  
  
• Developed and designed a legal structure to enable an Asian government to utilize tax deductible contributions made in the United States to fund a graduate level training program for its students in the United States.
  
  
• Designed and created a nonqualified deferred compensation plan for a select group of management in order to ensure retention of key executives without adverse income tax consequences to the corporation or the executives.
  
  
• Ongoing monitoring and oversight over corporate activities, including drafting of necessary agreements to ensure international protection of university logos and marks, and copyrights on textbooks and other course materials.
  
  
• Ongoing monitoring and oversight of the parent exempt organization and for-profit subsidiary with respect to corporate activities to insure income tax compliance and maximization of tax benefits.

Religious Organizations

• General representation of a major U.S. religious denomination in connection with religious, corporate, nonprofit, and governance issues; advice to the national, diocesan, and parish organizations on hierarchical issues, including property rights; and litigation oversight on matters with national implications.
  
  
• Implementing a continuing review of local parish deeds, bylaws, articles of incorporation, and other corporate documents to maximize uniformity and consistency with national church policies concerning organizational structure.
  
  
• Reviewed insurance coverage and requirements at the national, diocesan, and parish levels as to the potential liabilities and losses at each level of organization.
  
  
• Advised on the creation and implementation of the denominational health and benefit plan for clergy and staff.
  
  
• Developed Safety and Liability Guidelines For Youth which were adopted and implemented nationwide in all church activities in which clergy, staff, and church employees and volunteers interact with young people.
  
  
• Formed a nonprofit corporation affiliated with the religious denomination to provide adoption placement services for Russian children in the United States, and planned legal aspects of operations
  
  
• Provided legal advice to the denominational investment committee with respect to committee structure, confidentiality, and investment guidelines and restrictions.
  
  
• Coordinated with and assisted local counsel in California, Illinois, Michigan, and Pennsylvania in litigation or disputes based on clergy sexual misconduct.
  
  
• Coordinated with and assisted local counsel in litigation and disputes with dissident or potentially dissident church groups in Georgia, Pennsylvania, New York and Connecticut about national affiliation and property rights.
  
  
• Provide continuing advice to the national church body as it regularly receives requests to participate, as amicus curiae, in briefs on religious freedom and related issues filed by other parties in the Supreme Court of the United States and the lower federal courts.

Governmental and Regulatory Matters

• Represented an electric utility trade association in a Congressional investigation of the safety of nuclear power generation facilities by the Nuclear Regulatory Commission. Worked to minimize the impact of investigation upon the client in the final report by the Congressional Committee investigating the matter.
  
  
• Assistance to U.S. exporters to obtain working capital financing, and political and commercial risk insurance through the Export-Import Bank and the Overseas Private Investment Corporation as those clients developed programs to increase foreign sales.
  
  
• Negotiated a recompetition for a U.S. Government contract where the contracting agency did not follow procurement guidelines and improperly disqualified client's best and final offer.
  
  
• Recovery of substantial costs beyond expectations pursuant to a claim in a termination for convenience of a government contract matter.
  
  
• Negotiated a substantial recovery from the U.S. Customs Service on behalf of a client who purchased damaged good at a government auction of confiscated property.
  
  
• Successfully resolved on favorable terms, without publicity, threatened False Claims Act litigation by the U.S. Department of Justice in a government contract matter.
  
  
• Representation of Latin American cargo carriers before the Department of Transportation and Federal Aviation Administration to obtain licenses or exemptions authorizing cargo service between Latin American countries and the United States, and to ensure compliance with U.S. aviation safety requirements.
  
  
• Assistance with registration of trademarks and copyrights with the Patent and Trademark Office and the Register of Copyrights.
  
  
• Assisted a U.S. company in obtaining a license from the Office of Foreign Assets Control of the U.S. Treasury Department to engage in otherwise prohibited activities in a country subject to U.S. economic and trade sanctions.
  
  
• Advice to political committees during audits by the Federal Election Commission. Provided testimony before the FEC in rule-making proceedings on regulatory changes. This work also includes preparation and filing of periodic disclosure reports for political committees.
  
  
• Drafted proposed amendments to regulations affecting the savings and loan industry, and advocated the same to regulatory agencies. This work included developing Congressional support for the amendments.
  
  
• Maintained relationships with U.S. Senators and Members of the House of Representatives who represent the eight states and ten districts in which the members of a university consortium represented by the firm are located. Work involves briefings on consortium programs, periodic visits, and creation of opportunities for Members to participate in and receive recognition in connection with consortium activities.
  
  
• Arranged and facilitated meeting with the Vice President of the United States and a delegation of foreign educators seeking advice and assistance from the U.S. Government on local university development programs, and implemented continuing follow-up.
  
  
• Created and coordinated a lobbying group, and solicited corporate members, to support favorable amendments to Caribbean Basin Initiative legislation. Work included testimony before the Trade Subcommittee of the House Ways and Means Committee, drafting amendments to legislation, and presenting arguments for changes.