International Sales and Commercial Transactions

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We advise multinational as well as local companies on the full range of international commercial transactions and cross-border matters. Our knowledge of applicable regulatory schemes (e.g., customs, trade, export controls, antitrust and anti-bribery laws), combined with our experience in commercial legal issues (e.g., intellectual property, product warranties, enforceability), means that we are able to protect our clients’ interests while they engage in commercial transactions and conduct business globally.

Our reach and experience extends to all parts of the globe. So, we regularly represent clients in their commercial transactions not only in North America, Asia and Europe, but also in South America, Africa, the Middle East and throughout emerging economies.

Our scope of services includes all aspects of these types of international legal counseling:

  • Cross-border purchase and sale of goods, equipment and services
  • Convention on Contracts for the International Sale of Goods (CISG)
  • International sales agency and distribution arrangements
  • International investments
  • Cross-border commercial contracting
  • International licensing and technology transfer arrangements
  • Joint product development and IP licensing
  • Global intellectual property and trade secret protection
  • Global data transfers and privacy programs
  • Customs compliance
  • Export and import controls
  • Joint ventures – contractual and entity
  • Overseas manufacturing/supply contracts
  • Taxation (extraterritorial, income, VAT recovery, transfer taxes)
  • Transfer pricing
  • Cross-border equipment leasing
  • Financing and perfection of security interests
  • International arbitration and dispute resolution

With our experience in working with local law requirements and customs, we are able to efficiently structure, negotiate and document cross-border transactions for clients so that their important concerns and interests are effectively addressed. For instance, we understand the advantages and disadvantages of the CISG vs. the UCC, as well as the most effective dispute resolution and enforcement clauses and mechanisms to use, while at the same time knowing how export control restrictions and data privacy regulations may impact the transaction. Our familiarity with the panoply of issues affecting international commercial transactions is why clients turn to the experienced team at Miller Canfield International for their cross-border transactions.

Representative transactions:

  • Counsel to Mexican company in purchase of fleet of aircraft in U.S. and Canada.
  • Counsel to US company in sale of equipment and production line to Mexican entity, with licensing and distribution arrangements.
  • Joint product co-development, licensing and manufacturing agreements between U.S. and Polish companies for technology and product development and sale of goods.
  • Negotiation and closing of contract manufacturing agreements, cross-licensing arrangements and sale of goods terms and conditions between German and Polish companies.
  • Establishing comprehensive FCPA, UK anti-bribery compliance program and policies for U.S. company’s foreign subsidiaries throughout the world.
  • Establishing global network of sales representatives and distributors for U.S. company in multiple countries, especially to comply with anti-bribery laws.
  • Successful defense of U.S. company facing export control and OFAC violation allegations.
  • Performing legal audit for company’s compliance with EU’s Registration, Evaluation, Authorization and Restriction of Chemical Substances Regulation, Restriction on Hazardous Substances Directive, and Waste Electrical and Electronic Equipment Regulations.
  • Investigations, voluntary disclosures and enforcement actions arising under U.S. export laws, including the Export Administration Regulations, International Traffic in Arms Regulations and sanctions and embargoes regulations
  • Criminal seizures of counterfeit merchandise in various countries.
  • Structuring transactions to take advantage of investment treaties and trade rules.

Our lawyers who are part of Miller Canfield International have developed close relationships with experienced lawyers in countries where local counsel may be needed. In addition, many of our lawyers are fluent in various languages, including Spanish, Chinese, German, Polish, Arabic, German, French, Hindi, and Urdu, which allows for greater efficiency and effective legal representation.