Practice Areas & Industries: Holme Roberts & Owen LLP

Practice/Industry Group Overview

Holme Roberts & Owen LLP's lawyers have served a substantial number of U.S.-based and foreign clients with multinational interests for many years. The firm has had an office in London since 1991 and, in 2003, launched its German law practice with an office in Munich. These European offices serve clients doing business in Europe. Additionally, the firm's U.S.-based lawyers with international experience spend substantial time working abroad on client transactions, particularly in Europe, Latin America and the Pacific Rim. The firm also belongs to and draws on the international advice of a network of U.S. and foreign law firms.

Services Available

Our clients are U.S.-based companies opening or expanding operations abroad, and foreign entities pursuing business opportunities in the United States and Western and Eastern Europe. We assist established and emerging companies from a broad spectrum of industries, including transportatioin, mining, oil and gas, cable television, high technology, biotechnology, environmental services, computers, manufacturing, engineering, construction, real estate, telecommunications, brewing, resort development, banking and gaming.

Tailored Services

HRO lawyers can provide clients with services tailored to meet their foreign transactional and operational needs, including the following:

• Briefings for senior executives on establishing operations in new foreign markets
• Consultations and background information on legal and tax issues peculiar to international business or to a country or geographic region
• Assistance in preparing for negotiations
• Training in-house legal counsel and other employees in foreign legal and tax matters
• Serving as a business catalyst by seeking out and arranging client meetings with visiting foreign dignitaries and business people

More specifically, lawyers with international experience assist clients in the following areas:

International Commercial Law and Securities

Securities Offerings

We represent issuers and underwriters in public and private offerings of common stock, preferred stock, debt, limited partnership interests and other securities. These offerings occur in many contexts, including initial public offerings (IPOs), Rule 144A transactions, private placements and in connection with mergers, acquisitions, exchange offers, tender offers and consolidations. In addition, we have substantial experience in the preparation of registration statements and prospectuses and private placement and other disclosure documents.

Compliance

We advise publicly held companies concerning securities law compliance matters, review and prepare periodic reports (such as Forms 10-K, 10-Q, 8-K, 20-F and 6-K) and annual reports and proxy statements and counsel clients regarding disclosure. We regularly counsel clients about listing and other matters with the New York Stock Exchange (NYSE) and the American Stock Exchange (AMEX), about financing compliance and NASDAQ listings with the National Association of Securities Dealers (NASD) and about state securities ("Blue Sky") regulation matters. We developed a unique, computerized Blue Sky research service now used by many major law firms in the U.S.

Mergers and Acquisitions

Our mergers and acquisitions practice concentrates on negotiated asset and stock acquisitions and dispositions, hostile takeovers, proxy contests and consent solicitations, joint ventures, spinoffs, restructurings and reorganizations. Our clients include acquirors, targets, investment banks and fund and directors' committees. We advise clients on transactions in North America, Europe, Asia and Latin America.

Commercial Law

We represent public and private companies in bank and other financings, corporate restructurings, strategic planning and formations of corporations, partnerships and other entities. We represent clients in relationships with governmental entities, employment relationships, franchising, commercial transactions and all other aspects of business law.

Emerging Companies

One area we emphasize is representation of emerging companies in the high technology area. A multi-dimensional team provides skill and experience in areas of particular importance to growing companies, such as financing and protecting and developing intellectual property.

International Finance

The range of industries in which our multinational client base is involved requires use of a carefully structured approach to address the range of restrictions and complications imposed under applicable foreign investment and related strategic industry laws.

Attorneys in domestic HRO offices, along with firm attorneys in London and Munich, have all assisted clients with scores of multi-level, multi-national strategic alliance, joint venture, project finance and capital mobilization structures. They work with every aspect of international transactions, including negotiating and structuring critical corporate governance and liquidity provisions in charter and joint venture documents and shareholder agreements, negotiating and structuring project finance agreements with multilateral (IFC, EBRD and IDB), government (OPIC and EXIM) and private sector lenders and analyzing relevant U.S. and foreign legislation, regulations and concessions. They also conduct on-site due diligence reviews through our foreign presences and together with local foreign counsel as appropriate, and assist clients in raising capital, both at the holding company level in key international markets and locally through ventures with strategic partners and accessing local capital markets.

International Mining Transactions

Because Denver is recognized as the center of the United States' precious metals industry, much of the firm's practice is involved in supplying legal services to the mining industry on projects all around the United States, and to mining companies and foreign governments involved in international transactions. HRO has broad expertise in other areas of the law relating to international investment in mining projects, including international tax, business law, administrative law and international finance. In addition, HRO has a nationally recognized environmental law practice which includes lawyers who advise public and private clients on virtually all aspects of environmental law and policy.

International Tax Moreover, we have significant experience assisting clients with transactions involving international tax planning for acquisitions, reorganizations and joint ventures. Our tax lawyers also advise clients in planning for the repatriation of foreign earnings, transfer pricing arrangements, offshore finance companies, legal entity structuring and employee stock option and benefit schemes.

In addition to serving a broad range of clients in Western Europe primarily from our London office, the firm has a particular presence in two other major geographic areas, Mexico/Latin America and the Pacific Rim.

Latin America

A number of our lawyers have been assisting both United States and foreign-based clients with transactions in Latin America since the early 1980s. We can assist you with financing, tax planning, licensing, foreign trade issues, permits and applications, joint ventures, and real estate and corporate acquisitions, dispositions and mergers. Also, in a culture where relationships play an important role, we have cultivated and maintained the following contacts within the legal, business and political structure in Mexico:

• Close ties with highly regarded law and accounting (tax) firms in Mexico and the Caribbean.
• Close working relationships with Mexican and Argentinean attorneys by hosting training and exchange programs in our firm's Denver office.
• Meetings with former President Salinas de Gortari of Mexico and a close working relationship with other key officials and business leaders of Mexico and various other Latin American countries by forming and serving as directors of numerous private and public councils and entities that have taken the lead in promoting greater rapport and increased business between Mexico and certain South American countries and the Rocky Mountain Region.

Pacific Rim

We serve a growing number of U.S.-based clients doing business in Australia, China, Hong Kong, India, Indonesia, Japan, Korea, New Zealand, Philippines, Singapore, Taiwan, Thailand and other countries in the region, as well as companies and individuals in many of those countries doing business in the United States. We have assisted clients with acquisitions, joint venture formations, tax planning and structuring, financings (as borrower or lender) and securities law matters, as well as licensing and distributor and manufacturing agreement issues in the region.

To serve our clients' needs abroad, we have strong, non-exclusive working relationships with numerous leading law firms in various Pacific Rim nations, including Australia, Hong Kong, Japan, Korea, Singapore and Taiwan, on which we can draw to efficiently address local law issues.