Morrison Cohen has a sophisticated international practice spanning multiple departments of the Firm, consisting of inbound and outbound transactional engagements, intellectual property matters, litigation services, and general advisory work for domestic and foreign operating companies, financial institutions, and funds. We provide specialized and general legal advisory services for both our U.S. clients doing business abroad and our foreign clients doing business in the United States.
Our Private Investment Funds practice is international in scope. We regularly represent U.S. institutions in making and disposing of investments in foreign funds. We represent foreign fund sponsors in setting up international and domestic private investment funds of all types, including several recent funds making investments in India, China, and other Asian countries.
Our Tax group is highly sophisticated in international tax matters and international tax planning and is actively involved in our international private investment funds practice and our other international practices.
Our Corporate group regularly assists in cross-border mergers and acquisitions, representing both U.S. companies in foreign acquisitions and sales, and foreign companies buying or selling U.S. companies and assets. We assist foreign clients with respect to such matters as forming subsidiaries and operating in the United States, conducting public and private securities offerings into the United States from abroad, including as part of large, multi-jurisdictional IPOs and other substantial capital markets transactions, listing on U.S. stock markets, complying with periodic and other reporting requirements, Sarbanes-Oxley Act requirements and other rules and regulations imposed under U.S. securities laws, drafting and negotiating operating agreements with U.S. companies, and assisting in joint ventures and other cross-border corporate partnering activities. Working with our network of excellent foreign law firms, we also assist our U.S. clients in establishing operations abroad, engaging in foreign capital markets transactions, listing on foreign stock exchanges, and complying with local regulatory and operational requirements.
Our Intellectual Property group assists foreign clients with regard to U.S. copyright and trademark protection, including analysis of the availability and advisability of marks, initial registration, implementing monitoring services to assure continued registration, and advice on licensing, software, and other intellectual property related matters.
Our Compensation, Benefits & Employment group assists our foreign clients in structuring compensation plans and employment arrangements for U.S. executives and employees and complying with U.S federal and state employment and labor laws. Working with local counsel, we also assist our U.S. clients in similar matters abroad.
Our Business Litigation department handles a broad array of matters for foreign clients, such as M&A-related indemnification claims, operating agreement claims, disputes and litigations involving employment, claims in connection with securities and capital markets transactions, and international arbitration proceedings.
Our Real Estate lawyers represent internationally known retail chains in leasing and real estate transactions, and we work with foreign buyers and sponsors in acquiring and developing U.S. real property assets.
We have a well-developed network of excellent foreign law firms with whom we work closely. We are the New York member of Mackrell International, a global network of independent law firms, with member firms in 60 countries and access to more than 4,500 lawyers worldwide. The law firm members of Mackrell International are committed to providing efficient, personal, and expert legal services wherever in the world they are needed.
Examples of countries involved in our recent cross-border engagements include:
- Advised the Government of India in the international offer and sale of $1.1 billion of its majority shareholding in NMDC Limited, the Indian mining group (with Goldman Sachs, Citi, Bank of America Merrill Lynch, and others as brokers)
- Represented Pfleiderer AG, a publicly held German manufacturer of engineered wood products, in the sale of its particleboard, melamine, and HDF/MDF manufacturing facilities in Moncure, NC, to Arauco Panels, Inc.
- Represented Littlejohn & Co. in its acquisition of Direct ChassisLink, Inc. from the A.P. Moller-Maersk Group
- Represented Pfleiderer AG in the sale of Pergo, LLC, a leading manufacturer of laminate flooring, to Mohawk Industries, Inc.
- Represented Pfleiderer Canada, Inc. in the sale of its subsidiary, Uniboard Canada Inc., a manufacturer of melamine, HDF, MDF, and particleboard products, to Kaycan Ltd.
- Advised the Government of India in the international offer and sale of $585 million of its majority shareholding in Oil India Ltd. (with Citi, HSBC, and Kotak Securities as brokers)
- Represented CITIC Capital Partners in connection with the formation of numerous private equity funds targeting investments in China, Japan, and other global jurisdictions
- Represented ENN Energy Holdings, a leading privately held Chinese alternative energy company, in a US joint venture
- Represented AGC Networks Inc., an indirect subsidiary of Essar Group, the India-based global conglomerate, in AGC's acquisition of substantially all of the assets of Transcend United Technologies
- Represented Vitec Group Plc, a UK-based broadcasting systems company, in various strategic acquisitions
- Represented Gaja Capital Advisors in the formation of Gaja Capital Fund I and Gaja Capital Fund I-B, Mauritius private equity funds investing in companies in India
- Represented Marathon Data Systems, a field-force automation software and online marketing services company, in its acquisition of Viamente S.r.l., an Italian routing logistics software company
- Represented Littlejohn & Co., a private equity fund sponsor, in the sale of LVH Holdings Inc., a Canadian coffee production, distribution, and services company to Green Mountain Coffee Toasters (Nasdaq: GMCR) for CDN $915 million
- Represented Citi Venture Capital International in its partial exit from Pesquera Exalmar S.A., a Peruvian company, as part of that company’s international IPO and Lima Stock Exchange listing
- Represented FinAccess International, Inc., an international investment advisor, in its sale to an affiliate of Mexican conglomerate Grupo Modello
- Represented Uniboard USA LLC, an affiliate of Pfleiderer AG, in the sale of certain operations to Paneles Arauco S.A. (Chile)
- Represented the Essar Group, an Indian multinational conglomerate, in the going-private transaction of its subsidiary, Aegis Communications, Inc.
- Represented Rediff.com India Limited, an Indian internet portal company (Nasdaq: REDF), in the sale of its subsidiary Valucom, Inc. to publicly traded WorldQuest Networks, Inc.
- Represented CRIF S.p.A., an Italian financial software and services company, in strategic acquisitions of Cypress Software Systems L.P., Equifax Enabling Technologies, LLC, Southwest FLS Services, Inc., and Aimbridge Indirect Lending LLC
- Represented Antenna Software, Inc., a mobile device software products and services company, in its acquisition of UK-based Volantis Ltd.
- Represented Q-Med AB, a Swedish pharmaceutical devices company, in its sale by exclusive license to Oceana Therapeutics LLC
- Represented Vanco Direct USA, an affiliate of UK-based Vanco Group Plc, in its acquisition of Universal Access Global Holdings Inc. and subsidiaries in a sale under Section 363 of the U.S. Bankruptcy Code
- Represented a German company engaged in the coating of steel pipe for the oil and gas industry in the negotiation and documentation of a joint venture in Azerbaijan to develop and operate a manufacturing facility
- Represented a French company engaged in the coating of steel pipe for the oil and gas industry in the negotiation of a joint venture in Qatar
- Represented a Spanish company engaged in the oil and gas pipeline service industry in the acquisition of a U.S. company with specialty technology in pipeline services
- Represented Rediff.com India Limited, an Indian web portal company in its ongoing SEC public reporting and Nasdaq listing matters and acted as general United States counsel
- Represented a U.S. operator of executive office suites in the negotiation and documentation of acquisitions in Mexico, Brazil, and Chile
- Represented a U.S. manufacturer of steel pipe in the negotiation of a joint venture in Venezuela
- Represented a company engaged in the manufacture and sale of hardware for cable communications in the acquisition of a company with operations in the U.S. and Canada