In its 100-year history, Sonnenschein has expanded across the U.S. and beyond by assembling precisely the right resources and experience to meet the local, national and global needs of its clients. As a result, the firm's major clients include U.S. companies with global brands, such as Boeing, McDonald's and Yahoo!, as well as European and Asian industrial and financial giants that include Sony, Deutsche Bank, ABN Amro, Itochu, SAP, Credit Lyonnais and many others.
With 700 attorneys and other professionals and offices in 13 U.S. cities and Brussels, the firm has the capacity to represent and counsel international clients and U.S. companies in virtually every aspect of their global business. The firm has the full range of practice specialties to address the increasingly international dimensions of our clients' business needs and interests.
Moreover, Sonnenschein has established relationships with attorneys, accounting firms and consultants around the world and is a member of Lex Mundi, the association of more than 150 independent law firms located in more than 100 countries. These professional ties enhance our ability to serve our clients global business needs.
Our collective experience includes matters in which Sonnenschein was counsel of record as well as the career-long experience of individual Sonnenschein lawyers. Following is an illustrative sampling of our diverse international capabilities.
Joint Ventures and Strategic Alliances
In the establishment and operation of multinational joint ventures and strategic alliances, we have represented a U.S. chemical company in connection with a strategic alliance to manufacture and distribute chemicals in the United States and to develop and market new technology. In the information technology area, we were counsel to a leading information technology company in connection with a strategic alliance to outsource the global information technology operations of a U.S. corporation. We have represented a U.S. real estate development company in connection with its proposed joint venture with a developer of shopping center complexes in Argentina. We advised a U.K. telecommunications company exploring a joint venture with a U.S. competitor, as well as a European satellite manufacturer in connection with a joint venture to acquire a U.S. satellite company. We have represented a U.S. pre-packaged fresh food producer both in the sale of an interest in its Chilean subsidiary as well as in the establishment of a joint venture and related distribution and technology licensing arrangements in Chile. We also were counsel to a U.S. agricultural products marketing cooperative in a joint venture with a Japanese kirebatsu (trading company) for the production of rice bran oil and related products in the U.S. and the distribution of such products in the U.S. and Japan.
Acquisitions and Privatizations
Our lawyers have provided advice related to cross-border investments by clients in other enterprises, including those that were previously state-owned. We have represented a U.S. railroad company in connection with its acquisition and financing, as a member of an international consortium, of a portion of the Mexican national railway system. We were U.S. counsel to a U.K. temporary staffing company in its acquisition of 15 corporations comprising the light industrial and office staffing division of one of the largest general staffing organizations in the U.S., which involved advice on a related offering of debt and equity securities as well as negotiation of a credit facility. We counseled a U.S. financial services company in the acquisition of a U.K. fund manager and investment advisory company, and provided legal services to a Dutch bank holding company and its subsidiaries in connection with unrelated acquisitions of two multi-bank holding companies, an Illinois state bank, and a finance company subsidiary of an English bank. We also have represented a U.S. consumer products company in connection with the acquisition of the Costa Rican and Honduran operations. When a U.S. company acquired the Europe-based analytical instrument division of a Dutch electronics company, we advised them on that transaction as well as the related acquisition of assets and establishment of distribution channels through subsidiaries in Western Europe and New Zealand.
Financial Transactions
With offices located in some of the world's most important financial centers, Sonnenschein represents a number of major U.S. and non-U.S. banks and their affiliates, as well as borrowers, in secured and unsecured credit arrangements and other financial transactions. This area of our practice includes a substantial amount of advice to financial institutions, developers and institutional investors in the financing and development of real estate and related facilities. For example, we have represented a Latin American telecommunications services provider in negotiating and drawing under a U.S.$800 million bridge loan facility, as well as a Latin American electricity distribution company in connection with the creation of a U.S.$210 million revolving credit facility and a U.S.$100 million syndicated bridge loan. We served as counsel to a U.S. real estate development company in connection with the financing and leasing of a large enclosed shopping mall near Toronto. Another client was the agent for a syndicate of international banks in the restructuring of U.S.$80 million of secured indebtedness related to a Brazilian mining operation owned by a U.S./German international joint venture. We advised a Japanese lender in the restructuring of a U.S.$730 million loan to a U.S. airline by conversion to a preferred income instrument secured by Tokyo real estate. Our lawyers have represented a French bank in connection with its real estate financing activities in the U.S. We also counseled the lender group to an insolvent Canadian mutual insurance company in connection with the restructuring of that company's policyholder obligations.
Securities Transactions
Sonnenschein attorneys have advised issuers and underwriters in connection with securities transactions that have included registered U.S. public offerings of debt and equity securities (including ADRs representing shares of non-U.S. issuers) and placements of debt and equity securities under Rule 144A and Regulation S. An Argentine company called upon us to assist it with the establishment of a U.S.$1.0 billion medium-term note program and the issuance of two tranches of U.S.$400 million each of ten-year bonds and three-year floating rate notes listed on the Luxembourg Stock Exchange and offered under Rule 144A and Regulation S; we also were its U.S. counsel for the registration of a U.S.$135 million equity offering. We have represented the underwriters in a simultaneous public offering in the United States and Sweden of common stock of a U.S. biotechnology company listed on the NASDAQ National Market and the Stockholm Stock Exchange.
Taxation
Sonnenschein tax lawyers have many years of experience advising clients on a variety of taxation matters, including the acquisition of non-U.S. corporations, joint ventures with non-U.S. partners, project financings, privatizations, restructurings of foreign operations of U.S. multinationals, cross-border finance strategies, and inbound investments. Advice on tax matters has been provided both as principal outside counsel to transaction parties and as special tax counsel working with the client's inside counsel or regular outside counsel. We were tax counsel to a U.S. utility company on its proposed bid on a $1.4 billion electricity generation project being privatized in Colombia. We have represented a U.S. money center bank in connection with the development and execution of tax-advantaged cross-border financial products for its multinational corporate clients, involving transactions aggregating in excess of $1 billion in value, as well as advice to the bank in connection with its own tax-advantaged cross-border strategies. We provided a U.K. trust company subsidiary of a South African bank advice on U.S. tax issues and tax withholding rules. We have represented a U.S. multinational retail company with manufacturing operations outside the U.S. on various tax issues, including Subpart F income, contract manufacturing, European wholesale operations and issues related to distributorship or commissionaire status, transfer pricing, U.S. tax credits, "engaged in trade or business" issues, acquisitions, non-U.S. branch losses and related recapture, as well as issues related to various financings, public offerings, bank lines and credit facilities. We also have advised a non-U.S. international telecommunications company concerning the taxation of its operations in the United States and the taxation of international telecommunications services income.
Import/Export Regulation and International Trade
Sonnenschein's international trade practice assists companies operating in the global regulatory environment. Our lawyers advise U.S. and foreign producers, importers and exporters on U.S. and international laws and policies governing the movement of goods and technology across international borders. We are experienced in a variety of trade laws and regulatory proceedings, encompassing customs law, export controls, boycotts, sanctions and embargoes, and anti-bribery laws. Sonnenschein's international trade lawyers represent exporters as diverse as International Space Station contractors, Internet service providers, and electronic device manufacturers. We also counsel importers ranging from ocean carriers, to chemical companies, to producers of footwear and industrial equipment. We routinely assist in transaction-related matters, advising on such matters as foreign corrupt practices issues raised by the acquisition of a manufacturing facility in Russia and the national security, export controls and Exon Florio law implications of a European company's acquisition of a U.S. defense contractor.
Intellectual Property
In the intellectual property area, we have assisted many companies in the application for and prosecution of trademark rights both within and outside the United States. We have represented a number of U.S. clients in the registration and protection of trademark rights around the world, including under the new European Union trademark system. We also have represented U.K., German, Japanese and other non-U.S. clients in connection with registering and protecting trademarks in the United States. One of our lawyers is the chairman of the Policy Oversight Committee, the international entity with a worldwide membership and responsibility for fashioning a system for the assignment and administration of Internet domain names, as well as a source of proposed administrative procedures for resolving international trademark disputes over domain names. We are counsel to a number of clients in connection with Internet publishing issues having cross-border implications, including jurisdiction, advertising, security and privacy issues. Our experience includes representation of a U.S. housewares company in connection with distribution and marketing agreements for its products in Japan, Africa and other transactions outside the U.S. We counseled a Japanese electronics company in connection with the development of a negotiating strategy designed to limit patent infringement claims. We have also counseled an international conservation and land management organization in connection with the prosecution and protection of trademark rights in Pacific Rim and Latin American countries.
Franchise, Distribution and Commercial Agency
Sonnenschein lawyers regularly advise U.S. clients expanding beyond the U.S. borders through the establishment of franchise, distribution, commercial agency or licensing programs outside the U.S. We also have represented non-U.S. clients that operate in the U.S. using franchise, distribution, and sales representative or licensing arrangements. Some examples would include our representation of a U.S. manufacturer of tools in connection with its distribution and franchising activities outside the U.S. and of a U.K. water filtration technology company in the establishment of U.S. distribution arrangements. We assisted a U.S. manufacturer of marine recreational products (power boats and boat engines) by conducting a survey of local law pertaining to its dealer and distributor relationships in Puerto Rico, Ecuador and a number of Central American countries and we counseled a U.S. fast food restaurant franchisor regarding the protection of its trademark rights in various countries.
Litigation and Dispute Resolution
Sonnenschein is known for the strength and depth of its litigation practice. This expertise extends from complex litigation to alternative dispute resolution, including arbitration and mediation. We have more than 200 litigators with a wide range of experience. For example, we have represented the state power system of an Eastern European country in defending a breach of contract action brought in the U.S. courts. We have represented a German-Swiss joint venture in connection with proceedings defending an airport transportation project contract award against a challenge by an unsuccessful Japanese bidder. Our client was a U.S.-based construction company in connection with an action brought by it in the U.S. courts to enforce arbitral awards made outside of the U.S. against the government of a Middle Eastern nation. Attorneys at Sonnenschein were counsel to a U.S. chemical company defending against U.S. and Canadian criminal investigations and $3 billion in consolidated civil class action suits in multiple jurisdictions alleging horizontal price-fixing by Canadian mining companies after the settlement of a U.S. anti-dumping proceeding. One of our lawyers also has represented a European airline in connection with a defense against a U.S. criminal grand jury investigation of alleged export control violations in the sale of commercial jet engines and a European automobile manufacturer in connection with a U.S. antitrust action alleging monopolizing conduct.
Labor and Employment Matters
Our attorneys regularly advise clients on labor and employment matters extending from general employment practices and policies to defense of discrimination, harassment and similar allegations, as well as offer counsel on the design and development of programs to prevent violation of applicable laws. In the case of non-U.S. clients, this might include advice in the context of disputes such as that provided to a Japanese trading company in connection with the successful (summary judgment) defense of a gender discrimination lawsuit, or advice in a transactional context such as representation of a Japanese hotel company regarding labor and employment implications of its assumption of the management of certain hotels in the U.S. By way of other examples, our lawyers have advised Asian companies in connection with sexual harassment claims brought against senior executives, as well as representation of action of a non-U.S. airline in connection with its successful opposition to union organizing campaigns.
Employee Benefits and Executive Compensation Matters
Our lawyers counsel with U.S. and non-U.S. clients on all aspects of employee benefits programs and executive compensation issues, including plan design, relevant tax issues, compliance with ERISA's fiduciary and other requirements, satisfying the tax, securities and corporate law requirements for executive compensation arrangements, addressing issues raised by such programs in transactional contexts and managing litigation related to compensation and benefits. Our role as counsel has ranged from representation of a U.S. investment advisor and financial services company in the structuring of equity incentive arrangements for U.K. citizen/resident executives of its U.K. operations to representation of the Ministry of Tourism of a Caribbean nation in the structuring of a retirement program for its U.S.-based representatives. Other engagements include assisting a Japanese investor in U.S. hotels in the negotiation of its withdrawal from a U.S. multi-employer pension plan, as well as advising a U.K.-based telecommunications company in the negotiation of its participation as a contributing employer in a U.S. multi-employer pension plan incident to performance of a contract with the U.S. government. Our lobbying efforts in this area have included advocating on behalf of a consortium of 20 U.S. employers seeking to amend U.S. tax laws related to contributions to non-U.S. pension plans and comments on related proposed regulations.
Environmental and Other Regulation of Business Activities
As for other regulation of business activities, we counsel our clients concerning strategic planning and compliance, as well as matters related to obtaining access to the U.S. or other markets for goods or services. For example, we often are called upon to advise both U.S. and non-U.S. clients that are concerned about their potential liabilities under current and proposed environmental rules, including the developing ISO 14000 series of international standards. Our lawyers advised a French insurance company in connection with proceedings before a state insurance board concerning the proposed acquisition by the French client of a U.S. company. We have assessed environmental liability risks for lenders financing the acquisition of industrial facilities in a number of countries. We provided counsel to the Government of Canada with respect to U.S. extraterritorial law enforcement, including Helms/Burton and other jurisdictional issues. We have represented U.S. corporations in Foreign Corrupt Practices Act matters. Other examples of our comprehensive regulatory counseling appear throughout this document.
Personal Tax Matters and Representation
Non-U.S. investors doing business in the United States and U.S. investors abroad, as well as non-U.S. persons living in the United States and U.S. persons living abroad, have unique taxation and estate planning concerns and opportunities. Sonnenschein lawyers have broad expertise in dealing with such cross-border tax matters as they affect our clients' affairs. We have represented non-U.S. investors in the United States in the structuring of their U.S. investments so as to minimize U.S. estate, gift and generation-skipping transfer taxes, and to protect against risks of political instability, governmental appropriation and confiscatory taxation. We also have advised non-U.S. citizens (whether or not residing in the United States) and their spouses in creating estate planning documents which dispose of U.S. situs assets, or which benefit U.S. residents, in a manner designed to minimize, defer or eliminate United States estate and generation-skipping transfer taxes and which adjust to future changes in domicile. We have coordinated with non-U.S. counsel on global estate plans for multinationals with U.S. investments or U.S. resident family members, whether or not residing in the United States. In addition to counseling non-U.S. grantors and beneficiaries of U.S. trusts and U.S. grantors and beneficiaries of non-U.S. trusts in satisfying U.S. tax reporting requirements, we also have advised estates of non-U.S. citizen decedents in connection with the U.S. estate taxation of their U.S. situs assets and related reporting requirements.
