Buchanan Ingersoll & Rooney's International Services Practice handles a variety of cross-border matters for clients in the U.S. and around the world. From corporate finance to intellectual property and from litigation to tax, we advise our clients on a wide range of issues that arise in international commerce.

We evaluate cross-border opportunities, locate joint-venture partners, navigate complex foreign regulations, handle intellectual property matters, resolve disputes between international parties, protect intellectual property, and negotiate transactions and agreements across national boundaries. We help companies in foreign countries become public companies in the U.S., provide access to the U.S. public capital markets and obtain listings on major stock exchanges. We assist both U.S.-based and foreign companies in handling issues with international implications, such as compliance with the requirements of the Foreign Corrupt Practices Act, the Bank Secrecy and PATRIOT Acts, and matters involving the Treasury Department's Office of Foreign Assets Control and the Commerce Department's Bureau of Industry and Security.

In working with companies, governments and regulatory entities outside of the U.S., we are sensitive to diverse cultural and language needs. With more than 450 attorneys and government relations professionals, we have access to dozens of bilingual individuals who provide support related to international matters. Many of our attorneys and professionals have attended universities overseas, and some of our attorneys have practiced law while living abroad in Germany, Israel and Brazil. Additionally, many of our employees are fluent in multiple languages, including: Chinese, French, German, Italian, Hebrew, Japanese, Korean, Spanish, Arabic, Czech, Danish, Farsi, Hindi, Polish, Portuguese and Russian.

We have provided international services for clients who are based primarily in the following countries.

Argentina	Iceland	Peru
Austria	India	Poland
Brazil	Iraq	Russia
Canada	Ireland	Scotland
China	Israel	South Africa
Czech Republic	Japan	Spain
Denmark	Jordan	Sweden
England	Korea	Switzerland
Finland	Kuwait	The Netherlands
France	Liberia	Turkey
Germany	Mexico	United Arab Emirates
Guatemala	Norway

Members of our International Services Practice are actively involved in international bar and trade associations and international business organizations, including: Transatlantic Business Council, National Asian Pacific American Bar Association, International Bar Association, Latin American Arbitration Group, International Chamber of Commerce, Inter-American Commercial Arbitration Commission, International Centre for Dispute Resolution, Brazilian Bar Association, American Council on Germany, Atlantik-Brücke, Deutscher Verein, British American Business Council, World Affairs Council of Pittsburgh, American Immigration Lawyers Association, NEXCO, American Scandinavian Society, Norwegian American Chamber of Commerce and Swedish American Chamber of Commerce.

We serve our international clients in a timely and cost-conscious manner. Our firmwide, team approach provides clients with experienced counsel from core Buchanan practices — corporate finance, tax, litigation, intellectual property, government relations, immigration and banking. Our strength in areas such as labor, employee benefits, ERISA, biotechnology/FDA, antitrust, real estate, energy and environmental law are also valuable advantages for our international clients.

By maintaining relationships and a deep familiarity of quality firms worldwide, we often collaborate with local counsel, ensuring adherence to the cultural and legal differences in the global marketplace.

Corporate Finance & Technology

Buchanan's Corporate Finance & Technology Group structures, negotiates and completes transactions essential to meeting the operational and strategic objectives of its business clients. The firm's services span the range of public and private capital formation, mergers and acquisitions, change of control, corporate governance and regulatory issues.

Our client base typically includes companies engaged in light manufacturing and heavy industry, service and white-collar industries, pharmaceuticals and chemicals, telecommunications, high technology ventures, the consumer products field and insurance.

We represent companies around the world that are seeking to acquire or divest assets in a foreign country. We also help companies in negotiations with the Department of Commerce regarding exports and applications of export regulations as well as reviewing export compliance programs. Additionally, we have reviewed the impact of anti-boycott regulations on sales by foreign and U.S. companies with multi-country manufacturing sites.

Among the many international transactions our attorneys have helped clients complete, we have:

• Represented two Chinese companies, AgFeed Industries and Shiner International, Inc., in getting them listed on Nasdaq, and provided ongoing corporate governance services.
• Advised a German pharmaceutical producer in joint product development and marketing agreements for products with four major U.S. pharmaceutical companies.
• Advised a German excipients manufacturer in the purchase at auction of a majority of the assets of a U.S. publicly held company.
• Advised a German chemical producer in establishing a joint venture for the production of plastics stabilizers and later in the buy out of the U.S. partner.
• Advised a German optics company in the purchase of a U.S. optics company and the general operation of its U.S. subsidiaries.
• Advised two German pharmaceutical companies in CRADAs with the U.S. National Institutes of Health.
• Advised a U.S. furniture manufacturing company owned by a German shareholder in the purchase of a Canadian furniture manufacturing company.
• Assisted First Advantage Corporation in successfully completing its $16 million acquisition of Verify Limited, an Asia-based provider of pre-employment screening services. The transaction included companies and operations in China, Hong Kong, Malaysia, India, Japan and Mauritius.
• Assisted Avecia in handling the U.S. portion of its: $450 million international sale of its leather chemical treatment business to a London-based private equity investment firm; £71,000,000 international sale of its additives business; and $215 million international sale of its protection/hygiene and pool/ spa businesses.
• Closed an asset purchase transaction for DBT America Inc., a manufacturer of coal mining equipment. DBT acquired certain assets from EIMCO LLC (a subsidiary of Sandvik AG) relating to the Dash Series of continuous coal miners for an aggregate consideration of approximately $5 million. The deal also included a consignment arrangement worth approximately $10 million, pursuant to which EIMCO consigned its component and spare parts inventories and service exchange inventories for the Dash Series product line to DBT.
• Assisted RTI International Metals, Inc. (NYSE) in the completion of its acquisition of 100 percent of the issued and outstanding capital stock of Claro Precision, Inc., a Quebec corporation, for $38 million Canadian, consisting of cash and shares of RTI common stock. Claro Precision, which is in the business of manufacturing, assembling, finishing and distributing precision-machined components for the aerospace industry, is now a wholly owned subsidiary of RTI.
• Represented E-Portal Exchange, Inc. in operating three Chinese technology subsidiaries and one U.S. subsidiary that will introduce carbon credit market technology and equity alternative trading system technology to the Chinese market.
• Represented Waterford in the sale of its All-Clad business, a U.S.-based premium cookware manufacturer, to SEB SA in an all-cash transaction. The firm's representation of Waterford included counseling Waterford through the auction process it used to sell All-Clad, including the preparation of an offering memorandum.
• Represented Kennametal in its acquisition of the Widia Group, which included six European entities and Widia India Ltd, an Indian public company. We were responsible for negotiating the global stock purchase agreement and for coordinating the transfer of stock using local counsel in Germany, France, The Netherlands, Spain, France, the United Kingdom, Italy and India.
• Represented Mascot PTY Ltd. as U.S. counsel in its $33 million public offering in India and concurrent private placement.
• Represented a German DAX-listed chemical producer in the purchase of six U.S. companies ranging in price from $10 million to $100 million, with one target having assets in 12 time zones.
• Advised an Italian private label cosmetics manufacturer in a series of joint ventures with U.S. partners and in the possible purchase of a major U.S. competitor.
• Advised a South African parastatal in the commercialization of technology in the United States.
• Advised Vianet Direct, Inc. in changing its membership agreement with FINRA to become a placement agent for China-based U.S. public company offerings.
• Served as general counsel for numerous U.S. subsidiaries of German, Swiss, Austrian and Italian companies, some for more than 20 years.
• Represented Boenning & Scattergood in licensing its Water Index to the International Securities Exchange.
• Acquired the assets of a U.S. manufacturer of airline passenger seats by a French conglomerate.
• Represented Israel's second largest food company in two U.S. acquisitions and a joint venture with one of the largest food and beverage companies in the U.S.
• Represented Israel's second largest insurance company in the acquisition of its first U.S. subsidiary.
• Represented a number of Israeli early stage technology companies in their venture capital financings and sales to leading U.S. companies such as Broadcom and Cisco.
• Represented U.S. pharmaceutical and medical device companies in the acquisition of Israeli pharmaceutical and life science companies.
• Represented a United Kingdom private equity fund in the acquisition of two U.S. subsidiaries of U.K. target companies.

Tax

International taxation is a core strength of the firm. One of the group's members is co-editor of the Tax Management International Journal and is the deputy technical editor of and a contributing author to the Tax Management Transfer Pricing Portfolio Series. He is a frequent author and speaker in the United States and Europe on domestic and international tax issues.

Our international tax attorneys have experience in structuring U.S. operations of foreign businesses and individuals to minimize worldwide tax consequences, including planning to minimize the effects of the FIRPTA, branch profits tax, and earnings stripping provisions of U.S. law. We also have experience in structuring foreign operations of U.S. businesses and individuals, including planning to minimize the effects of the controlled foreign corporation and passive foreign investment company rules and to maximize the benefits of the foreign tax credit and domestic production activity income rules. In addition, we regularly structure multinational business groups and transactions within those groups to minimize worldwide taxes on cash and transactional flows by making use of international tax treaty networks and functional and supply chain locations, consistent with our clients' business models and objectives.

Our lawyers are actively engaged in intercompany pricing issues, including the establishment of and documentation for defensible intercompany price structures, the defense of intercompany prices in the face of IRS challenges, counseling clients with respect to advance pricing agreements, and providing assistance in competent authority proceedings to resolve intercompany pricing disputes under applicable tax treaties.

We have advised foreign governments on ways of structuring their tax systems to encourage investment and development and on U.S. tax changes that could affect the economic policies of those governments. Our attorneys have experience with U.S. tax matters affecting individuals with foreign residences, activities or property. We have provided income tax planning advice both to U.S. residents who perform services abroad and to foreign country residents who perform services in the United States. Our professionals also have experience in estate planning and United States estate administration for U.S. residents with foreign holdings and foreign residents with property in the United States.

Our attorneys provide guidance to multinational corporations as to the proper structuring of retirement and pension plans to maximize worldwide tax benefits to participants who accrue benefits while working in the United States but retire abroad or who accrue benefits while working abroad but retire in the United States.

Examples of our international tax-related efforts include:

• Services for the government of the Netherlands Antilles in monitoring U.S. federal income tax legislative developments and their effects on the tax structure of that country.
• Served as counsel to the taxpayer in Exxon Corporation v. Commissioner, 113 T.C. 338 (1999) (creditability of the U.K. Petroleum Revenue Tax under sections 901/903.
• Development of tax systems and provisions for the Duchy of Luxembourg that, consistent with European tax harmonization principles, would help attract additional capital and investment to Luxembourg.
• Participation in income tax treaty negotiations with Sweden, Denmark and the Netherlands Antilles.

Intellectual Property

Filing more than 400 applications in foreign countries each year, Buchanan's experience in preparing and prosecuting foreign patent, trademark and copyright applications is extensive. Buchanan has longstanding relationships with a worldwide network of foreign associates, including top intellectual property law. Through our foreign relationships, we can search, register and protect marks in virtually every country in the world. Buchanan’s experience in anticipating difficulties and counseling clients on the careful selection and adoption of marks avoids future problems.

Buchanan attorneys often participate in a variety of lecture series throughout the world. They frequently take part in international events as panel members, speakers and committee members. Members of the firm have also worked with foreign publishing companies to draft and distribute international patent law books. Additionally, the firm works with patent professionals around the world to provide in house training. The objective of the training program is to improve the trainee's understanding and knowledge of U.S. intellectual property practices which he or she may then use upon return to his native country.

Examples of our international intellectual property experience include:

• Successful representation of Hyundai Electronics at the United States International Trade Commission against Hazani patent regarding semiconductor memory.
• Successful representation of Silicon Integrated Systems at the United States International Trade Commission through the initial determination stage before Judge Harris in a patent infringement action involving semiconductor fabrication.
• Lead counsel for a multi-national manufacturer of office products in a software copyright infringement action.
• Successfully limiting relief to a disclaimer in a dispute involving identical marks among competitors and avoided a preliminary injunction that sought to have a multibillion-dollar international conglomerate change all of its domestic tradenames and numerous trademarks.
• Licensing of technology for a manufacturing device used to concentrate oxygen and nitrogen by a French aerospace company.
• Participation in securing one of the highest awards ever given to a foreign entity in the Japanese courts in a copyright infringement and unfair competition case.
• Representing one of the largest manufacturers of specialty chemicals in connection with arbitration proceedings in Switzerland concerning inventorship rights to a U.S. patent directed to the synthesis of compounds having nitrile functions.
• Conducting a due diligence investigation for a global biopharmaceutical company in advance of clinical trials to assess the safety and effectiveness of novel compounds and prodrugs for the treatment of viral infections.
• Representing a subsidiary of a major international health care products manufacturer in patent interference matters concerning implantable medical device technology.
• Representing one of the largest global manufacturers of security products in a patent interference matter concerning automotive technology.
• Representation of a United Kingdom corporation in a declaratory judgment action challenging validity and asserting noninfringement of a United States patent covering a process for manufacturing III/V compound semiconductor epitaxial wafers.
• Representing a Saudi government-owned company in a patent ownership dispute and breach of contract case.
• Handling the International Trade Commission investigation relating to blood pressure medication involving issues of patent infringement, validity and unenforceability.
• Work with a leading international innovation company in the field of flooring technology to develop and secure patent protection.

Litigation

Buchanan litigators serve their clients in regional, national and international venues, with a proven track record of success and a dedication to excellence in client service.

We have participated in many complex high-profile cases in state and federal courts as well as before administrative agencies. We have substantial experience in the defense of class action law suits, including multidistrict litigations. In addition to our significant appellate practice, we regularly utilize arbitration and mediation as alternative strategies to litigation.

Our trial lawyers are known in the courts, bar associations and honorary societies. Some of our attorneys are members of the American College of Trial Lawyers and the International College of Trial Lawyers. Many are also recognized by clients and peers in national publications including Chambers' "Leaders in Their Field," Best Lawyers in America, Super Lawyers®, "Top Up and Comers," "Rising Stars" and "Legal Eagles."

Following are examples of our international litigation experience:

• Represented France-based SEB Global (parent company of U.S.-based All-Clad Metalcrafters) in its Obtained a trial victory for a foreign manufacturer in which the U.S. Court of International Trade found that U.S. Customs and Border Protection Service should have classified the client’s inkjet colorant products as inks rather than dyes under the Harmonized Tariff, resulting in substantial savings.
• Defended a multinational chemical manufacturing company against direct and indirect purchaser and opt-out class action antitrust lawsuits filed in federal and state courts across the country challenging its activities with regard to four categories of products.
• Protected a foreign reinsurer's contractual rights in multi-state insurance company insolvency proceedings.
• Defended a multinational specialty chemical manufacturing company in a multimillion-dollar dispute with two former distributors of its EPA-regulated product.
• Won summary judgment dismissal of multiple New Jersey state and federal lawsuits brought against an East Coast super-regional institution. A foreign-based plaintiff had sought $26 million in funds allegedly lost as a result of the bank's purported negligence in handling funds that were part of an international "gray market" investment program.
• Handled an internal investigation on behalf of a manufacturing company based in Germany regarding its U.S. operations.
• Defended Armstrong World Industries, Inc. in its corporate control battle with the Belzberg family of Canada.
• Represented a domestic business subpoenaed under an international convention to give evidence in a proceeding conducted by federal magistrates of The Netherlands.
• Served as arbitrator in Brazilian cases involving commercial contracts.

Government Relations

Our government relations professionals have successfully represented several companies involved in cross-border operations. Our National Security practice offers clients access to key decision makers in Congress, the White House and executive agencies with jurisdiction over defense and homeland security, and the many other government agencies and officials relevant to these areas.

Following are just a few examples of how our government relations professionals have achieved the diverse goals of our clients overseas:

• We facilitated a business expansion in the United Kingdom and European Union for a U.S. steel manufacturer.
• We have successfully represented a major U.S. petroleum company in a tax dispute with the government of Argentina.
• We assisted a media network in Peru against efforts by the government of that county to close down their radio and television stations.
• We represented the office of the President of the Republic of Guatemala in regard to his government's decertification for economic aid and loans by the government of the United States.
• We are coordinating lobbying activities for a bio-pharmaceutical company in the area of homeland defense in the U.K., Japan and Australia.

Members of our team have extensive relations in Iraq, developed over years of face-to-face contact during regular visits there. We also regularly travel to Jordan, Kuwait, the United Arab Emirates and other Middle Eastern countries. We help companies formulate short- and long-term business strategies, and provide consulting services to companies doing business in emerging Middle Eastern markets. The group also represents Middle Eastern companies seeking business opportunities with the U.S. government, both in-region and in the United States, and has experience in helping to develop partnerships between U.S. and Middle Eastern companies.

Immigration

Due to increased security concerns, greater enforcement of existing immigration regulations and the emergence of new, more restrictive and complex legislation, individuals and businesses are facing varied and often unexpected legal consequences associated with entering the United States, selecting and maintaining appropriate temporary status, pursuing permanent residence status and establishing U.S. citizenship.

Buchanan's Immigration Practice Group regularly assists clients with:

• Devising business immigration strategies for multinational, Fortune 500 and large privately held companies.
• Advising corporate entities regarding the immigration impact of corporate reorganizations, mergers, acquisitions and divestitures, including drafting opinion letters regarding continuous employment eligibility of foreign national employees.
• Securing Blanket L status for numerous multinational corporations.
• Assisting start up and foreign companies with the establishment of U.S. operations and recruitment of talent.
• Assisting hospitals, medical research organizations and academic institutions with visas, Section 212 (e) J-1 waivers and permanent residence for medical doctors, nurses, pharmacists and researchers. Working closely with medical residents to ensure compliance with the terms of residency programs, as well as negotiating contract terms and selecting the best professional offers upon completion of residency programs.
• Providing in-house immigration compliance training for personnel and human resources professionals, including the development of training programs.
• Conducting LCA and I-9 employment-eligibility audits.
• Counseling U.S. permanent residents throughout the naturalization process and during their temporary assignments abroad.
• Counseling spouses of international transferees at the onset as well as throughout international assignment in and outside of the U.S., including immigration assistance for their domestic workers.
• Obtaining approvals on Waivers of Inadmissibility for both nonimmigrant and immigrant visa purposes through the USCIS, as well as U.S. Consulates.

Our Immigration attorneys represent institutional clients and multinational corporations operating in multiple countries and diverse industries, with a focus on pharmaceuticals, health care, academia, research and emerging technologies. Common areas where immigration issues arise include audits of employer compliance with immigration regulations; employment-based immigrant and nonimmigrant visa petitions; preparation and filing of labor certification applications/PERM; and review of immigration compliance following a corporate restructuring.

Buchanan's Immigration attorneys also assist individuals and families in resolving employment, investment, residency and other immigration issues. These include preservation of U.S. permanent residence status and citizenship eligibility while on international assignments as well as assistance with recurring U.S. citizenship. The group also can assist with the incorporation and establishment of U.S. subsidiaries and affiliate companies, as well as the development of immigration policies and reimbursement agreements for corporate clients.

Banking and Financial Services

Our International Services Practice handles cross-border workouts, direct and indirect offshore financings, securitizations (at both originator and issuer levels), complex financial litigation, letters of credit, trade finance (including Export-Import Bank insured or guaranteed credits), multibank financing, complex leasing facilities, bank mergers and acquisitions, and bank compliance counseling in the areas of non-banking activities and corporate banking regulatory matters.

Our clients are international and superregional banks and their affiliates acting as agents in syndicated credits or as issuers or originators in structured finance transactions, publicly held and private companies involved in the international marketplace, as well as large corporate clients engaged in borrowing, issuing significant debt, negotiating swap transactions, or needing opinions of their counsel. We have gained special experience in the international health care, offshore telecom, and global retail industries.

Following are selected examples of our experience in international banking and financial services.

• Investigated a major foreign supplier to the U.S. Federal Reserve Bank System.
• Advised a foreign bank in the successful release of assets frozen by the U.S. Office of Foreign Asset Control.
• Acted as both local issuer's and underwriter's counsel on multiple public offerings in the United Kingdom and Germany.
• Represented a multinational investment group regarding law enforcement enquiries about the provenance of antiquities transported from the EU and Middle East.
• Won summary judgment dismissal of multiple state and federal lawsuits brought against an East Coast super-regional institution. A foreign-based plaintiff had sought $26 million in funds allegedly lost as a result of the bank's purported negligence in handling funds that were part of an international "gray market" investment program.
• Recovered nearly 80 percent of a $1.2 million defalcation caused by a senior letter-of-credit/foreign exchange officer of a bank who had transferred funds to a personal offshore business.