Global businesses, large or small, domestic or foreign, all benefit from the high caliber attorneys that make up our International Law + Transactions team. Our attorneys are members of the Bar of various European jurisdictions and regularly advise clients on the laws of those jurisdictions, as well as local and U.S. laws as they pertain to their business operations here.
The firm works closely with foreign clients as they initiate their business operations in the U.S., by assisting them in organizing and structuring their businesses, creating subsidiaries throughout the United States, and negotiating and drafting business agreements, such as licensing, distribution, sales, and employment and consulting agreements. The team also regularly represents U.S. clients who seek to operate overseas to ensure that those operations are conducted in accordance with local practices and requirements.
The attorneys have particular expertise representing Italian companies both in Italy and in the U.S. Many of the firm’s attorneys are admitted in Italy and are well-positioned to guide and advise Italian corporations and individuals in their ventures in the U.S., as well as U.S. clients engaged in business activities in Italy. These attorneys handle all types of commercial transactions in Europe, such as corporate law, contracts, intellectual property, real estate, labor and employment, international trade, regulatory compliance with import and customs laws, and secured transactions. The team has a diversified range of clients including some of Italy’s best-known fashion designers, high-end jewelers, wine producers, food and beverage companies, and marble and fine ceramic producers.
Our lawyers also have extensive experience in representing businesses in emerging European markets and have advised private companies, government and quasi-governmental agencies and securities and commodities exchanges regarding regulatory issues, currency swaps, corporate governance, and fiduciary issues. The firm has successfully handled a myriad of complex transactions in emerging markets. For example, the firm has counseled the Government of Romania concerning the creation of historic urban district legislation and urban business improvement legislation in connection with the renovation of the nation's historic urban districts and has been involved in many other complex transactions in Romania as the country develops a modern, financial system. The firm has also handled numerous privatization transactions on behalf of the Romanian government, including, Petrom, a state-owned oil company and RomTelecom, Romania's fixed telephone service provider, as well as for other plants and factories in Romania.
Herzfeld + Rubin also advises U.S. and foreign companies on developing, implementing and rigorously reviewing their Foreign Corrupt Practices Act (“FCPA”) compliance programs and familiarizing their overseas branches, subsidiaries, managers and agents with corporate procedures for handling contracts with foreign government entities or involving government officials. Our attorneys' work on FCPA issues not only encompasses issues directly associated with compliance programs but also entails risk assessment, conducting internal investigations related to potential violations, transaction counseling (when working with state-owned entities or other high-risk enterprises) and advising buyers and sellers regarding FCPA due diligence in mergers and acquisitions.
Some of the representative transactions that the firm has been involved in include:
- Acted as international counsel for the Ministry of Transportation of Romania in regard to securitized and non-securitized bond offerings on European national markets;
- Successfully concluded a major foreign currency swap after the issuance of Romanian Samurai bonds on the world market;
- Obtained the requisite approvals and licenses necessary for a number of clients to commence banking operations in emerging markets;
- Performed legal due diligence examinations on large banks and other financial institutions in emerging markets;
- Acted as General Counsel to the Bucharest Stock Exchange during its first year of operations and advised listed companies on the emerging markets’ stock exchanges in regard to compliance issues and stockholder matters;
- Developed the policy framework and drafted legislation necessary for the conversion of private ownership funds into mutual funds and has assisted the International Monetary Fund with respect to the implementation of a secondary securities market;
- Formulated a "commercial paper program" whereby promissory notes issued by the companies were sold and traded, which program provided a superior form of financing as opposed to bank credits that were limited and obviated the need to engage in a costly currency exchange;
- Acted as international counsel for Romania’s National Road Administration in regard to bond offerings for road construction projects;
- Successfully represented bidders in both analog and GSM licenses for cellular telephone networks in substantial telecommunications transactions;
- Handled numerous corporate acquisitions, such as two large Black Sea oil refineries, a half-billion-dollar automotive manufacturing business, a major steel plant, banking institutions, aeronautical and defense industry firms, licensing of cable television companies, chemical and petrochemical production facilities, licensing of radio and television stations, sale of a major automotive parts manufacturer, sale of a large cement manufacturer, privatization of a large metals plant, privatization of petrochemical plants, tire producers, farm machinery manufacturers, packaging plants, cable manufacturers, telecommunications service providers and pharmaceuticals companies;
- Establishment of a major production facility for one of Europe's largest tire producers.
- Establishment and operation of joint ventures in various disadvantaged and Tax-Free Zones;
- Joint ventures with pipe and valve producers;
- Establishment of major breweries, mineral water plants, automotive parts manufacturers, kitchen appliance manufacturers, and retail stores;
- Redevelopment of Baneasa Airport;
- Development of over a dozen hotel and resort projects;
- Acquisition of land and negotiation and review of leases for properties, including agricultural land, which efforts involve the preparation of purchase and lease agreements as well as mortgage and funding documentation and the provision of advice on complex environmental and pollution matters, land ownership issues relative to claims by previous owners, ownership issues and the clarification of conflicting titles;
- Handled various office and hotel projects for large real estate developers, including the largest such developers from Israel and Greece.