Herzfeld & Rubin, P.C.125 Broad Street, New York, NY, 10004
For more than 25 years, Eric Rose has concentrated his
practice in the global aspects of business development,
specifically including mergers, acquisitions, privatizations,
technology transfers, antitrust counseling, and domestic and
international commercial transactions. Mr. Rose has served in
several senior in-house counsel positions at leading companies
such as American Standard, Tyco Toys, and John Deere. Since
2003, he has been in private practice, representing mid-tier
domestic and international equipment manufacturers in the
defense, natural resources, and service industries. Mr. Rose has
led M&A and other complex transactions in the U.S. and more than
two dozen countries on five continents. These representations
have included the organization and strategic direction of
manufacturing and/or distribution subsidiaries.
Areas of Concentration:
Global Mergers, Acquisitions
Led tender offers in the
United States, France, Thailand and Germany, including
Negotiated and drafted
documentation for share acquisition/sale transactions,
including the formation/dissolution of joint ventures, in
the United States, Canada, Mexico, Chile, Peru, Brazil,
Ireland, Sweden, France, Belgium, United Kingdom,
Netherlands, Germany, Italy, Spain, Russia, Bulgaria,
Greece, Turkey, Israel, Egypt, India, Thailand, Singapore,
Indonesia, Philippines, Australia, China, Japan.
Negotiated and drafted assets
and related liabilities purchase/sale agreements in several
countries, including those listed above, as well as in
Columbia, Venezuela, Argentina, Dominican Republic, Costa
Rica, Portugal, Romania, South Africa, Pakistan, Vietnam,
Represented American Standard,
Trane and WABCO Automotive in privatizations in, among
other, Bulgaria and Poland, as well as in partnerships with
state and local governments in a number of countries,
including the United States, Thailand, Vietnam, etc.
including tax reorganizations and technology transfers
Restructured the operations of
Perry Equipment Corporation which resulted in a two-fold
increase in sales, twenty-fold increase in EBITDA and
eventually, counseled the company in its merger with CLARCOR
Inc. (NYSE: CLC) at a five-fold increase in valuation over
the three-year period of the assignment
Counseled an international gas
equipment manufacturer in improving its operations, which
resulted in a two-fold increase in inventory turns and an
equivalent reduction in working capital.
Negotiated and drafted for several clients bank and private
equity multi-currency, multi-option credit agreements with a
number of leading banks (e.g. Chemical Bank, JPMorganChase,
etc.), which resulted in substantial savings in the
borrowing rate, increased flexibility in the use of the
facilities, and enhanced opportunities for global money
Negotiated and drafted complex
financing facilities in several countries, including public
and private offerings, acquisition/resale of Brady bonds,
debt-to-equity and sale/leaseback financing, which have
yielded material enhancements of the credit worthiness of
Reorganized the domestic and
international tax structure of several clients, which
resulted in very substantial lowering of the respective
client’s global effective tax rate.
Led Six Sigma and Demand Flow
Technology teams which found enduring and consistent
solutions which reduced costs by over $2 million/year.
Changed investments ownership
structure, which yielded $2.3 million in tax-free earnings.
Reorganized client investment in South Africa which yielded
a $935,000 tax-free dividend to the U.S. parent without any
negative effect on operations.
Negotiated and drafted
multiple technology transfer agreements, which expanded
clients’ revenue stream, as well as opened new opportunities
for sales of its products.
Negotiated and implemented the
building of the first post-1989 privately commissioned gas
pipeline in a Balkan country, which resulted in cost
efficiencies of over $5 million.
International antitrust, ITAR,
FCPA, OECD and Sarbanes- Oxley Act compliance
procedures on international antitrust, export controls, ITAR,
anti-boycott rules, WTO, NAFTA, foreign procurement
practices and trade barriers.
Designed and implemented
contract management, corporate governance procedures and
FCPA compliance programs, including seminars to senior
management as well as operating personnel.
Drafted, and counseled the
implementation of global HR manuals and compliance functions
for several clients, in the U.S. and internationally.
Domestic and international
Negotiated numerous commercial
purchasing and sales transactions, in more than forty
Designed and implemented
complex sales and purchasing policies, including drafting
the related documentation (e.g. Purchase Orders,
Acknowledgement Receipts, Warranty Terms, etc.), including
Commercial and consumer
Led client's domestic and/or
international litigation function.
Developed and implemented
complex ADR programs, and participated in mediations,
Litigated product liability
cases in over thirty domestic jurisdictions, and five
Litigated multiple commercial
disputes with suppliers, customers, governments, etc.
Drafted and argued appellate
briefs, and prepared brief and supported counsel in the
appeal of a case before the U.S. Supreme Court
Professional & Community Involvement:
Past President, Iowa Society of Int'l Law and Affairs
Past Chair, American Bar Association International TIPS
Past Program Chair, ABA TIPS and Business Law Sections
Awards & Recognition:
Listed, Legal 500 US, 2009 edition
Articles, Publications &
J.D., University of Iowa College of Law, 1985
Editorial Board, Iowa Law Review
Editorial Board, ASILS International Law Journal
M.A., Political Science, University of Iowa, 1985
B.B.A., Economics, University of Iowa, 1982
Admitted to Practice:
Supreme Court of the United States
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