United States of America

As many of the firm’s lawyers have either US nationality or a significant US educational and living experience, we handle a variety of matters affecting US clients or relating to client activity in the US, as illustrated by the following representative examples in each of the firm’s five main practice areas:

Mergers & Acquisitions : (M&A) :

• Negotiation and drafting of French law agreements for the divestiture of a French cable television company held by a Swiss owner to the Dutch subsidiary of a U.S. cable television company.
• Representation of a European telecommunications company in the spin-off of a separate branch of activity of the company, for purposes of making a subsequent contribution of such activity to a joint venture with an American telecommunications company.

Dispute Resolution:

• Representation of an American company, a leader in the area of digitalization of graphic works, in its litigation with a French distributor of its CD-ROMs, in the context of solvency proceedings regarding the distributor.
• Legal assistance to an American firm in a suit arising from the mechanical breakdown of a satellite.
• Defense, in a United States customs litigation, of an Indian bank's security interest in a shipload of coffee beans subsequent to the seizure of the beans under U.S. quota legislation.

Corporate – Business Operations :

• Participation in negotiation and drafting of a framework agreement between American and African companies, including a Management Services Contract, support services contract for design and engineering, procurement services and management of construction.
• Representation of clients in connection with various commercial contracts relating to international passenger jets as well as medium to small propeller and jet aircraft, such as purchase, charter, operating, ground handling, interline, seat sale, reservations, representation of one airline by another, employee reduced fares, engine leases, engine maintenance, installation of buyer supplied equipment, U.S. export regulations applicable to U.S.-manufactured engines for passenger aircraft, involving a number of aircraft manufacturers and airlines in Europe, Africa and the Middle East.
• Assistance to a US company for export to France of American encryption software.
• Negotiation and drafting of an R&D contract in the telecommunications sector concerning aspects of intellectual property, between a national French transport company and an American corporation, in connection with the formation of a joint subsidiary made up of ompanies of various nationalities.
• Advice in relation to, and negotiation of, a Buyer Furnished Equipment agreement for the supply of mobile telephones in airplanes, for a large U.S. telecommunications manufacturer.
• Negotiation and drafting, on behalf of a New York bank, of a “construction / lease” agreement for its office tower complex in Jakarta, Indonesia.
• Representation of a U.S. bank and preparation of loan documentation for multi-currency credit agreements and revolving credit facilities.
• Analysis of a contract between a national railroad company and a supplier (our client) in the context of a request for tenders by the national railroad company for installation of a system of electronic “badges” to permit tracking the movement of railroad cars over the company’s entire railway network, involving the establishment of a joint venture company with an American company for the development of technology to be used in the framework of the tender.
• Analysis of a contract between a national railroad company and a supplier (our client) in the context of a request for tenders by the national railroad company for installation of a system of electronic “badges” to permit tracking the movement of railroad cars over the company’s entire railway network, involving the establishment of a joint venture company with an American company for the development of technology to be used in the framework of the tender.
• Coordination among engineers and in-house counsel of six European subsidiaries of a multinational corporation to create a European holding company for the purpose of entering into a joint venture agreement with a U. S. listed company for the use of radio-frequency communications in computer applications. Negotiation and drafting of joint venture and implementation agreements.
• Negotiation and drafting for a U. S. bank of an Indonesian rupiah draft purchase agreement to finance an automobile dealership.
• Negotiation and drafting, on behalf of an inventor of games, of several distribution agreements with major game distributors, inter alia, in the USA, Japan and Europe.
• Representation of a leading French bank in the negotiation, drafting and local registration of loan and security documentation, with its client, a French-based multinational construction company, in connection with one of its U.S. real-estate investments.
• Preparation of a joint venture agreement between a U.S. company and a French entity to organize the joint development of an interactive telephonic game for the European market.
• Negotiation and drafting of a joint venture agreement in the telecommunications sector between a subsidiary handling space-related activities of a French-based multinational company and a medium-sized American company having developed software capable of tracking a mobile unit on the surface of the earth by satellite. Drafting and negotiating twenty-two contracts to implement legal, tax, and commercial goals of the joint venture, including manufacturing, distribution and trademark license agreements. Formation of the French corporation.

Corporate – Structure, Financial, Environmental and Labor:

• Representation in France of a U.S. finance company in bankruptcy proceedings in connection with outstanding loans.
• Representation of a New York/London-based worldwide financial institution in connection with the workout of more than thirty "bad loan" files involving an aggregate of approximately 200 million Singapore dollars, including review and evaluation of existing loan documents with in-house counsel, work-out officers, credit officers and top branch management; drafting and editing of pleadings and briefs, and their finalization with local pleading attorneys.
• Audit of EC Regulations potentially applicable to a U.S. corporation manufacturing electronics components for the defense industry.
• Organization of EC Commission interviews in Brussels for top managers of a U.S. company.
• Audit of earlier offers made by an international telecommunications company to the national telecommunication authorities in Algeria, Morocco and Vietnam, with regard to creation of a commercial telephone line for continuous service in the form of a joint venture with an American partner.
• Coordination among engineers and in-house counsel of six European subsidiaries of a multinational corporation in the establishment of a European holding company for the purpose of a joint venture with a U. S. listed company, concerning the use of radio frequency communications in computer applications. Negotiation and drafting of the joint venture agreement and related implementation agreements.
• Participation in preparation of an opinion letter for a major U. S. oil company analyzing petroleum concessions in North Africa.
• In the context of terminating the business activity of a French subsidiary of a large American industrial company, restructuring of the net equity of such subsidiary by the realization of profits from the sale of certain assets, followed by dissolution of such subsidiary (wholly-owned by a company member of the American company's corporate group), with the effect of automatically transferring all assets to the parent.
• Preparation of an English-language legal opinion on French banking regulations for submission to a U.S. State agency in connection with the French bank's application to open a branch in that State to demonstrate reciprocity.
• Advice and preparation of documentation for a wide range of collateral and security mechanisms such as guarantees, assignments of debt and pledges of movable property, in U.S., French, and Asian jurisdictions in connection with various asset-based financing arrangements.

Intellectual Property:

• Advice to a leading American software company regarding the rights to artwork for digitalization.
• Assistance to an author in his conclusion of an agency contract for the United States market.
• Assistance to a French photograph agency, the subsidiary of a US corporate leader in the digitalization of graphic art, in the context of a dispute between the agency and its photographers regarding rights to originals of their photographs.
• Representation, in the United States, of a designer of luxury leather goods against infringement of its creations.