International Services

With the expansion of international global markets and the ability for companies of all sizes to trade and source supplies from overseas, Herrington Carmichael is expertly positioned to advise and assist organisations based in the U.K. and abroad. As an exclusive and recommended referral partner of the International Referral Group, Herrington Carmichael has access to a major global alliance and one of the largest exclusive networks of advisory firms in the world, offering access to legal and advisory services in more than 130 jurisdictions.
With considerable experience advising clients on international contracts, fund-raising, mergers and acquisitions, real estate matters and commercial contracts, Herrington Carmichael is able to extend its exceptional reputation, high professional standards and subject-area expertise to an international audience.

Examples of recent international work includes:

Document Translation and International Law

With clients regularly operating on the international stage, UK clients often have to tender for contracts which include multi-jurisdictional issues and which are based on laws outside of their home country. We have experience of negotiating and advising on non-exclusive jurisdictional arrangements and dispute mechanisms and also working with our international network to provide advice to clients on the implications of local laws and regulations to their contract.

We have also worked with clients to ensure a consistent legal framework is applied across their global business on core issues, such as payment, delivery and limitations on liability.

Case study:

Advising a UK based subsidiary of a Japanese electronics conglomerate on the terms of a high value contract with a French supplier of equipment to the public services sector. The contract terms were to be based on the client’s UK terms and we arranged to work with our international network to have the terms translated into the local languages and to ensure that the provisions of the contract remained valid and enforceable.

International Parent Guarantees
Increasingly E.U. based subsidiaries of international organisations are being asked to provide parent company guarantees for long-term or high value contracts or in connection with international banking facilities. This process can be fraught with difficultly, particularly where the guarantee terms vary from the customary position in the parent company’s home jurisdiction. Having acted for a number of companies providing and seeking international parent company guarantees, we are well placed to advise on customary positions and the enforceability of any guarantees under English law.

Case study:

Advising a U.S. based parent company of a property development company seeking to raise funds in the United Kingdom. The senior lender required that the parent company provide a guarantee in respect of the U.K. based subsidiary’s finance obligations, however, the scope of liability and terms included in the bank’s guarantee document differed significantly to the customary guarantee terms entered into in the U.S. We provided advice to the U.S. based corporation on its rights and obligations and successfully negotiated the terms to secure a position acceptable to both the bank and our client.

International Legal Opinions
When entering new markets, organisations can assume that terms and conditions will be valid across a number of jurisdictions, particularly when this they are both within the E.U. This can result in a number of issues, particularly where limitation of liability or other notable termination rights are declared invalid or implied into the contract as a result of English law.

We advise and assist clients obtaining with international legal opinions through our international network when expanding into new markets. This might extend to the validity of incorporating a local company, the enforceability of terms against a local joint venture partner or local consumer or distance selling laws.

Case study:

A client sought to enter the U.K. market and provide services to consumers through distance selling. In their host country they had already prepared a set of terms and conditions of sale which incorporated parts of the French civil code on commercial contracts and dealings with consumers, although these were incompatible with the more onerous English laws in this area. We advised the client on additional terms and specific consumer rights which would have applied to the contract to ensure that their terms remained similar to those used in the host country, but complied with local laws.

Overseas Acquisitions
As competitors and complimentary businesses are now often scattered around the globe, our client’s regularly look further afield for targets as part of any acquisition strategy. We have extensive experience advising U.K. based clients on the acquisition of international business, both in the E.U. and abroad with acquisitions of corporations from the U.S., Australia and Scandinavia. Advice is commonly provided (often in conjunction with our international network partners) on all aspects of the transaction, from initial due diligence, fund raising, employment obligations and the acquisition terms.

Case studies:

The management team of a subsidiary based in London sought to acquire the UK business from its Norwegian parent company. We provided advice on the fundraising process and implementation of the complex corporate structure which was prepared by their corporate finance advisers in the U.K.

Advising on the purchase of an Intellectual Property portfolio from a Swiss based pharmaceutical company. Advice included the identification of and due diligence on the target assets and the negotiation of the contract terms which included multi-jurisdictional non-competition provisions.

Advising a Japanese company on the acquisition of a U.K. limited company. Advice included the preparation and investigation of the target company and reporting on our due diligence findings to the Japanese parent company.

Overseas Disposals
As part of an ever changing global landscape, U.K. businesses remain a desirable and strategic entry point for both the E.U. and Atlantic markets in many sectors and the acquisition of an existing, potentially complimentary business is a common strategy adopted by entrants. Advising the management team with a pragmatic and experienced view can help expedite any transaction, particularly where local customs or standard terms vary between the parties.

We regularly advise clients on the sale of specific assets, the novation of contracts and employment requirements in this area.

Case studies:

Advising on the sale of a UK based company to a U.S. NASDAQ-listed technology company, we were required to source local legal opinions on the security offered by the seller in respect of the deferred payment obligations. We also advised on the non-standard protections sought by the purchaser and negotiated favourable outcomes for our client in line with customary U.K. positions.

Advising a U.K. lifestyle brand on the sale of its entire issued share capital to a large Australian provider of sports and lifestyle clothing. Complexities included the negotiation of an appropriate exchange rate control mechanism (the purchase price was partly paid in $AUS) and the effective allotment of shares in the purchaser to the core management team.

International Distribution Networks
We have worked with clients to establish consistent distribution and sales networks across their international markets. Through our international network, advice can be provided on relevant local issues across the globe and appropriate advice given on agency regulations in the E.U., the effect of termination provisions and liquidated damages.

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