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Practice/Industry Group Overview
The International Projects Group represents multinational companies, international financial institutions and private investors in connection with overseas projects and transactions. Lawyers in the Group have many years of experience in structuring and implementing cross-border projects and in advising on the complex issues that arise out of foreign operations. Although the International Projects Group brings particular depth and regional expertise to major projects in Mexico, Central America, Asia, the Caribbean Basin and South America, the Group has substantial experience in most parts of the world, with a special emphasis on transactions and operations in emerging markets.
Lawyers in the International Projects Group place great emphasis on understanding the multinational client’s particular commercial objectives in the context of the foreign business and legal environments in which it operates. Using a multidisciplinary approach, our lawyers apply the core competencies and various legal specialties within the Firm, combined with the Group’s international transactional expertise, to achieve the optimal investment, operating and tax structure for a project, to anticipate and evaluate investment and operational risks, to establish effective risk mitigation strategies, and to implement the project on a time frame that maintains the client’s competitive advantage. Utilizing this approach, the Group has achieved market-oriented results for clients involved in privatizations, acquisitions, divestitures, joint ventures, joint development agreements and joint operating arrangements, including major construction and development projects involving project financing and other complex financing structures.
With over 20 transaction lawyers fluent in Spanish, the International Projects Group has the ability to respond effectively to large-scale projects and transactions in Latin America, which can often require multiple, parallel negotiations in Spanish and complex due diligence reviews involving Spanish legal documentation. Our lawyers also have completed a number of large transactions in the energy, communications and other important sectors of the Brazilian economy. Gardere has one of the most established US practices in Mexico, having maintained an active practice there since the late 1980s. The Firm’s Mexico City office, established in 1992 and operating as Gardere, Arena y Asociados, S.C., has more than 15 Mexican lawyers and functions as a full-service law firm in support of Mexican and non-Mexican clients doing business in Mexico.
All of the Firm’s offices, including Mexico City, are interconnected by a state-of-the-art, high-speed communications network. This communications facility, combined with the International Project Group’s integrated multidisciplinary approach, gives Gardere the capability to structure, negotiate and close transactions on the most timely and cost-effective basis possible.
International Projects
Lawyers in the International Projects Group have acted as lead counsel on overseas acquisitions, divestitures, asset development and construction projects, equity and contractual joint ventures, project and structured finance transactions, and other international and cross-border financings. The Group regularly advises clients qualifying for and evaluating privatization bids and other public solicitations for goods, services, or project and investment opportunities. Our lawyers are experienced in structuring and negotiating all types of equity and contractual joint ventures, consortium agreements, joint development agreements, joint appraisal agreements, joint bidding arrangements, joint participation agreements, and other forms of commercial teaming arrangements common in international investments, project development and operations.
Maritime Projects
Many international projects, particularly in the offshore energy and natural resource industries, the LNG business, and electric power generation, require an in-depth understanding of maritime laws, maritime business structures and charter parties. The maritime lawyers in the International Projects Group are available to advise on any project that involves the financing, ownership, transfer or operation of ships and vessels, including power barges, semi-submersible and other drilling rigs, floating and moored production platforms, and floating storage, handling and discharge facilities. These marine specialists have the ability to evaluate, structure and negotiate all types of vessel financings, vessel purchase and sale agreements, and vessel ownership structures, and are highly experienced in registrations under US and foreign flags, including all major flags of convenience. On finance transactions, our maritime lawyers are experts in structuring and negotiating vessel, drilling rig, production platform, river barge and power barge financings and in using a wide range of complex debt and equity structures, including syndicated secured credit facilities, sale-leaseback structures, other structured finance arrangements, and credit facilities guaranteed by the US Maritime Administration under Title XI of the Shipping Act. In structuring the corporate and investment side of maritime transactions, the Group’s tax and corporate attorneys are sensitive to the issues that commonly arise under US and foreign tax laws, particularly those of the country in which a vessel is flagged, and are skilled in the negotiation of lease-related and charter-related agreements.
Overseas Activities, Foreign Investments and International Tax Planning
The International Projects Group works closely with the Firm’s multinational clients in structuring and implementing their overseas business strategies and in addressing the legal aspects of overseas operational issues, including advice on international corporate governance issues, joint venture relationships and partnership concerns, international contracting techniques, and the implementation and maintenance of corporate risk management and risk mitigation programs relating to international operations. Our lawyers offer guidance to clients entering new or developing international market areas and regulatory regimes, where the rules are not always clear, and provide commercially-oriented legal advice in connection with the structuring of international sales organizations, exclusive and non-exclusive marketing, franchise and distribution arrangements, international service and supply contracts, and the licensing and transfer of patent, trademark, copyright and other important intellectual property rights.
The tax and corporate lawyers in the International Projects Group advise clients on the proper investment and operational structures for cross-border and other international projects and transactions, taking into account tax deferral and tax minimization opportunities available through the interaction of tax and investment treaties between the US and the country or countries in which the transaction or operation is to be carried out. Our international tax practice specializes in structuring US overseas operations from both the US and foreign tax perspectives and in addressing the US federal income tax and state tax needs of non-US parent companies with US investments and operating affiliates. Gardere has one of the most significant US practices in addressing international transfer pricing issues, and one of its partners is a recognized authority in the United States in the transfer pricing area. Gardere has also developed specialized expertise in the negotiation of Advance Pricing Agreements with the US Internal Revenue Service and its counterparts in Japan, Mexico, and Europe.
Doing Business with Foreign Governments
The International Projects Group has particular experience in structuring and negotiating contractual relationships with foreign governments, agencies and instrumentalities of foreign governments, and state-owned or mixed-capital corporations and other state-controlled entities. On privatization projects, public bid transactions, and asset development projects, lawyers in the Group provide advice on:
- Preparation and submission of bids and proposals, including performance bonds and other forms of security
- Negotiation and formation of joint venture, joint bidding, joint participation and other teaming arrangements
- Government contract negotiations
- Handling of privatization, public bid and procurement protests, including those relating to solicitation provisions
- Performance of bid evaluations, political and project risk assessments, evaluations of project and legal and regulatory regimes and environmental restrictions
- Political, legal and other project risk mitigation strategies
- Contract and bid awards and on the prosecution and defense of bid challenges and bid contests.
Our practice capabilities also include evaluating foreign concession agreements, licenses and permits and advising on all contractual performance issues.
International Finance
Lawyers in the International Projects Group advise on the structuring and negotiation of project, asset and corporate financings for US and overseas construction and development projects and on capital financing transactions for US and non-US operations and businesses. The Firm’s international finance clients benefit from the Firm’s knowledge and experience in handling emerging markets transactions; its facility in working within international markets and other legal systems; its networks of local law firms around the world; its understanding of local regulatory bodies and stock exchanges; and its ability to conduct foreign language negotiations and complex due diligence reviews in jurisdictions around the world, particularly in Latin America.
The Group’s international finance capabilities include the following:
- Project finance transactions involving:
- Secured loans to newly-formed entities to finance the development, construction and operation of discreet revenue-generating assets or business segments
- Secured loans to newly-formed entities, or limited recourse loans to existing business operations, to finance the privatization, acquisition or expansion of existing infrastructure or networks
- Cross-border lending transactions in the emerging markets
- Facility and equipment finance transactions involving:
- Complex leveraged lease transactions and sale-leasebacks for large capital assets, such as ships, drilling rigs and barges, aircraft, power plants, fractionation plants, gas pipelines and gathering systems and other industrial facilities and equipment, including transactions involving foreign government-backed or Ex-Im Bank guaranties and other credit support
- Operating and capital lease financings
- Structured lease transactions intended to legitimately allocate tax and accounting treatments
- Structured finance transactions in the private debt and equity markets, including:
- Asset securitization transactions relative to a wide variety of asset types including high yield and emerging market bonds, commercial loans and participations and loan and lease receivables
- Off-balance sheet and non-recourse/limited recourse financing structures:
- Secured and unsecured loans and major credit facilities for US and non-US lenders and borrowers, including
- Corporate credit loan facilities to entities for general corporate purposes
- Leveraged loan transactions to finance acquisitions of companies or major assets, recapitalizations and other purposes involving highly leveraged or non-investment grade borrowers
- Asset-based credit facilities involving US and non-US assets and facilities as collateral
- Secured and unsecured credit facilities for investment grade companies to provide "backstop" liquidity or credit enhancement for their commercial paper facilities or other debt obligations
- Capital markets transactions for US and non-US entities, including:
- Initial and supplemental public offerings on US and foreign stock exchanges
- High yield debt and equity facilities, such as 144A and Regulation S offerings of debt and preferred stock instruments issued by non-investment grade issuers
- High yield bridge facilities
- Mezzanine debt facilities or “true” placements of subordinated debt and warrants
Extraterritorial US Laws and Regulations
Lawyers in the International Projects Group regularly advise corporations on the application of US laws and regulations to their overseas operations. From evaluating the application of US Export Administration Regulations to exports of equipment and technology, to contesting levies imposed by the US Customs Service and assisting on the design of export compliance programs for trading with countries subject to limited or comprehensive US trade sanctions, the International Projects Group can assist multinational clients in maintaining a comprehensive corporate compliance program for their international holding companies and their foreign subsidiaries. In particular, partners in the International Projects Group are also experienced with the application of the Foreign Corrupt Practices Act and similar OECD guidelines to foreign operations, particularly as these US and international standards overlap with local laws and customary practices.
Representing Non-US Clients in the US
The International Projects Group has experience in advising non-US based multinationals in connection with their investments, operations and capital financing needs in the United States. Lawyers in the Group have represented national energy companies and privatized national energy companies on projects, transactions and investments in the United States, negotiated joint ventures for these entities with US partners, advised on the corporate structuring and tax planning for their US business activities and operations, and rendered advice on how to avoid the impact of US regulations and to mitigate exposure to environmental claims and liabilities.
With the adoption of the North American Free Trade Agreement, investors increasingly view their US business operations as only one part of a more integrated North American business strategy. Gardere’s presence as a full-service law firm in the US and Mexico, and its experience in the hydrocarbon, electric power, telecommunications and other important sectors of the Mexican economy, afford superior service capabilities and seamless coverage on US-Mexican transactions and in the execution of cross-border US-Mexican commercial strategies and objectives.
International Arbitration and Litigation
The International Projects Group provides international legal representation in connection with arbitrations, litigation and regulatory disputes. The trial partners at Gardere have handled major international arbitration matters before US and non-US panels and tribunals, including the prosecution and defense of maritime and admiralty claims.
The trial lawyers at Gardere are experienced in representing non-US parties in US litigations, on matters relating to foreign service of process and discovery under the Hague Convention and other treaties, and in registering and enforcing US judgments and arbitral awards in other countries and foreign judgments and arbitral awards in the United States.
Gardere trial lawyers are particularly knowledgeable regarding the emerging problem of international class actions, and the Firm is actively involved in the ongoing dialogue relating to the proposed Trans-National Rules of Civil Procedure and the proposed amendments to the Hague Convention on Jurisdiction and Enforcement of Judgments. An appreciation of these issues and proposals is vital to advocating the rights of international litigants in federal and state courts in the United States.
Local Counsel Networks
As an essential element of its international practice capabilities, Gardere has developed extensive networks of local counsel relationships around the world. For example, the firm formed the Latin American Network (www.latinamericannetwork.com) in 1998 to bolster its capabilities to handle transactions throughout Latin America. The Firm takes pride in maintaining a close working relationship and a deep familiarity with the specific practice capabilities of the individual lawyers within our network of firms. The Firm’s philosophy of providing the “right lawyer for the right deal” on international transactions optimizes our responsiveness to the specific project needs of our clients throughout Latin America, Asia, Canada, Europe, Africa and the Middle East.
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