International Law

International Litigation

A substantial number of LeClairRyan's International Law clients are businesses and multinational corporations based throughout the world. When facing a legal challenge in the United States, these clients need an attorney with an in-depth understanding of relevant jurisdictional matters, service conventions and conflict-of-laws authorities. 

LeClairRyan represents European and other international clients in New York and in other venues throughout the United States in complex proceedings involving disputed jurisdiction, choice of law, forum disputes, and disputed arbitration clauses. We serve clients in a variety of contexts, including joint ventures, acquisitions, franchise agreements, distribution agreements, and other business relationships.

Our attorneys are frequently called upon to provide information, advice and testimony on issues related to U.S. law in courts throughout Europe and partner with experienced European attorneys to provide opinions regarding international matters pertinent to U.S. proceedings. Our team is adept at resolving issues of jurisdiction, conflicts of law and forum non conveniens. We are well-versed in conducting U.S. discovery throughout the world, as well as pursuing actions in the U.S. to obtain discovery relevant to foreign proceedings.

As a team, our knowledge and experience in international litigation and dispute resolution enables us to offer highly capable guidance and representation to clients in a variety of industries and in diverse legal matters ranging from international business transactions and contract matters to intellectual property disputes and complex environmental remediation claims.

International Corporate Transactions

LeClairRyan's International Law attorneys assist domestic and foreign-based clients in negotiating, structuring and implementing strategic corporate and commercial transactions and day-to-day operations.

Our clients range in size from individual entrepreneurs and start-up companies to multinational corporations in a variety of industries, including commercial, investment and merchant banking, manufacturing, hospitality, food and beverage, logistics, distribution, real estate, media, equipment leasing, and consulting.

LeClairRyan consistently achieves favorable and quantifiable results for our clients, even when confronted with the most difficult circumstances and severe time constraints.

In-bound Operational Matters

Our firm represents many foreign-based companies with respect to their United States operations, including:

• Mergers, acquisitions, dispositions, financings and recapitalizations
• Formation and administration of closely-held corporations, limited liability companies, joint ventures, partnerships, funds, and technology and distribution start-ups
• Leasing and off-balance sheet financings
• Domestic and international sale of goods and services
• Employer/employee and non-competition matters
• Franchising and distributorships
• Immigration planning and implementation
• Corporate and individual tax planning and implementation

Finance and Lending Transactions

Our firm also has considerable experience in domestic and international bank finance and lending transactions, representing multinational and domestic commercial, investment and merchant banks, senior secured and mezzanine lenders, and equity and venture capital investors, as well as a broad spectrum of corporate and individual borrowers. Our experience includes:

• Public and private equity and debt offerings
• Formation and operation of publicly offered investment vehicles
• Initial, secondary and global public offerings of securities
• Private placements of complex debt and equity securities
• Secured and unsecured commercial loans
• Trade finance
• Acquisition-related loans
• Real estate loans
• Secured, unsecured, LBO, MBO and work-out loans

Domestic and International Corporate and Dispute Resolution Strategies

In addition to LeClairRyan's corporate transaction experience, our firm also has a depth of experience representing businesses in state and federal courts nationwide, in the United States Supreme Court, and in international courts and tribunals. We frequently develop dispute resolution strategies for clients in matters related to business law, employment law, intellectual property, and patent, trademark and copyright infringement. We also advise lenders in the prosecution and defense of lender liability and business fraud claims as well as in regulatory and fraud prevention matters.  

Representative matters:

Corporate Negotiation Strategies:

• An LBO client was the successful bidder, for about $90 million, in a time-critical auction of the sale of the assets of three unrelated business divisions of a large public company conglomerate that had just gone private. We identified the pre-closing opportunity to procure industrial revenue bond inducement resolutions that enabled the three affiliated buyers to obtain lower cost IRBs post-closing, replacing higher cost acquisition financing.  The buyers were from the engineered industrial fabrics, injection molded engineered plastics, and copper alloy industrial wire fabrication industries.
  
• An operating middle-market branded beverage company was owned by two multinationals, one of which was in financial difficulty and compelled a sale of the operating company so it could record profits in that year. We acted as outside general counsel to the company and supervised every litigation matter, including those defended by local litigation counsel and insurance defense counsel. We closed this sale for more than $300 million in only six weeks, from letter of intent through due diligence (the company owned and operated six plants), the Hart-Scott-Rodino review, contract negotiation and closing. No post-closing claims were ever made.
  
• In the same sale (explained above), the buyer did not plan to continue the employment of several members of management, and these executives did not want to renegotiate their existing one-year non-competition agreements. The buyer wanted two-year non-compete agreements. We were able to successfully negotiate longer term non-compete agreements in exchange for a mutually agreeable reallocation of the amount paid to the executives.
  
• A U.K. client, an operating company in an industrial product distribution business, wanted to make a bolt-on acquisition of a multilocation family-owned U.S. business that had been losing money. The selling family's lawyer also served as the seller's financial advisor. He presented a purchase price demand along with a revenue and profit projection. The client was not inclined to pay the requested purchase price based on the seller's historical numbers, which were far below the projections. We devised a proposal for the seller to realize a price greater than the amount he was asking and a structure that would allow (1) the selling family management to continue operating the business for a defined period after the sale, (2) the purchase price to be paid in installments if and as projected sales and profits were met, and (3) the client to have the right to terminate the family management's employment without cost if the projected revenues and profits were not achieved. Perhaps believing their own projections, the selling family accepted the proposal. The seller's management left after one year, and the client successfully integrated the acquired business into its own at the price it originally wanted to pay.
  
• A U.K. client was approached by a U.S. company with a proposal for a joint venture. We prepared a term sheet and, based on the other side's comments, deduced that the U.S. company's real motive was not a joint venture, but rather a way to force our client to share or part with ownership of its proprietary technology, which the U.S. company clearly wanted. Our U.K. client asked us to draft the relevant agreements. This process proved that our deduction was correct, and our client abandoned this joint venture project, realizing that sometimes the best deal is the one that is not made.
  
• A representative of a company, for which we previously had done only real estate work, called to inquire about our corporate work capabilities. The client had acquired a large public company, using another law firm for the transaction. The acquisition included a smaller company that was one of two businesses in a particular niche market in the U.S. The other, bigger niche business was already owned by the client, and it considered this business to be one of its crown jewels. The law firm handling the acquisition did no pre-acquisition planning about this overlap because it projected that the FTC, in its Hart-Scott-Rodino review before approving the acquisition of the public company, would require the public company to dispose of its smaller, money-losing niche business. As it turned out, the FTC instead required the client to dispose of its crown jewel business as a condition to closing the public company acquisition. The client requested that we expedite the disposal of the crown jewel business. We worked with the client to find the best possible buyer under the circumstances and sell the business for cash with minimal representations and warranties. Our presentation to the FTC resulted in the FTC approving the sale without any further delay and without any other conditions being imposed on the client beyond those in connection with the original Hart-Scott-Rodino filing.
  
• Our client had written off its $13 million investment in an indirect subsidiary and was ready to sell the subsidiary for practically nothing.  We negotiated the sale of the subsidiary to an industry buyer for $25 million.  As part of the deal, we acquired the subsidiary's bank debt for 50¢ on the dollar, and the client recorded a $12 million book and cash gain on the written-off investment.
  
• We devised a strategy for one of our consumer product clients to acquire an unwanted U.S. subsidiary of a multibillion-dollar conglomerate whose product had a 24 percent U.S. market share. We estimated the price to be about $5 billion and proposed that the price be paid in the client's shares that the conglomerate could perhaps distribute to its shareholders. The client held off on the deal, but a few years later made the acquisition at the price we projected, and mostly for shares of the client's capital stock.

Corporate Litigation and Dispute Resolution Strategies:

• The CEO of a middle-market apparel client discovered that one of the world's largest retailers was selling nearly exact copies of its products for less at retail than it was selling its products at wholesale. The retailer would not settle under any circumstances and expressed the view that it was entitled to ignore our client's copyrights and trade dress rights in order to sell copied products to consumers at low prices. Our litigation strategy included having an enlarged copy of the retailer's order form that it sent to the supplier on display throughout the trial. This was the "smoking gun" – clearly visible in the enlarged photo was the client's brand on the hang-tag. The client won a jury verdict for copyright and trade dress infringement.  The retailer did appeal all the way to the U.S. Supreme Court, which issued an opinion creating a new legal standard for trade dress infringement. 
  
• A client's beverage product was copied by a better-known competitor. The client had a design patent on its plastic beverage container.  The competitor copied the bottle shape and design, used our client's trademark and logo type, and even used the same cap and logo colors as were on our client's product. At the preliminary injunction hearing, we handed the clerk only two filled beverage bottles – our client's and the competitor's.  The judge, when presented with both bottles, asked, "Whose is whose?" The judge's question essentially ended the case. Our client was granted the preliminary injunction without so much as a hearing, and the competitor ceased offering products in direct competition with our client's products.
  
• An international distribution company client identified a sales person to join as a senior sales executive. The candidate lived and worked from his home in Georgia for a company that had its only other place of business in Kentucky.  The candidate had signed a two-year global non-competition agreement and an at-will employment agreement, and was a participant in the employer's stock ownership plan for employees. The candidate attempted to negotiate a release from the non-competition agreement, but the candidate's employer refused, demanding that the two-year non-compete be respected.  The Kentucky employer sold, for the most part, an off-grade product; our client sold a mostly premium product. We devised a strategy for the client to suggest to the candidate that he sue his employer in Georgia because Georgia law does not favor non-competes, and if they are too broad, a Georgia court will usually strike the non-compete instead of narrowing it. The Georgia court ruled for the candidate. (Note:  In late 2010, after the conclusion of this case, the Georgia legislature changed its non-competition law.)