CONTACTS

Corporate/Transactional

Robert L. Waldman
Chair – Business Division
lhgesner@Venable.com
+1 410.244.7499

Government Affairs/Regulatory

Jeff Knowles
Co-Chair – Government Division
jdknowles@Venable.com
+1 202.344.4860

Larry Norton
Co-Chair – Government Division
lhnorton@Venable.com 
+1 202.344.4541

Litigation

Geoff Garinther
Chair – Litigation Division
grgarinther@Venable.com
+1 202.344.4919
+1 410.494.6212

Intellectual Property

Justin E. Pierce
Chair – Intellectual Property Division

+1 202.344.4442

 

Representative Global Corporate/Transactional Matters



Multiple Areas of Practice

  • Venable served as lead counsel to Marriott International and Ritz-Carlton on luxury hotel and resort development projects in Ireland, Brazil, Peru, Grand Cayman, Costa Rica, the Turks and Caicos, Anguilla and the Bahamas.  These projects typically have a project cost ranging from $400 million to in excess of $1 billion.  Advice in connection with these projects has included advice on sophisticated senior and subordinated debt issues, intercreditor issues, land acquisition, construction and development issues, joint venture, minority ownership and key money issues, brand licensing, condominium regimes, hotel and condominium management agreements, casino gaming licensing and operations issues, rental pool issues, and golf course and spa development and management issues.
  • Venable has represented a major privately-held high-tech company in structuring its operations abroad, its later expansion of such operations and, ultimately, in the sale of all such foreign operations.  Our advice included assistance with “choice-of-entity” decisions, efficient capitalization of the chosen entities, and optimal use of U.S. “check-the-box” rules and bilateral double taxation treaties, with a goal of minimizing host-country taxes, minimizing withholding taxes on repatriation of foreign income, maximizing the use of foreign tax credits and planning for the most tax-efficient structure for the sale of all foreign operations.
  • Venable is providing ongoing representation of a joint venture infrastructure development company in connection with investments made by international and domestic pension funds in infrastructure projects in the United States.  In addition to complicated financing and commercial arrangements, these projects involve sophisticated international tax planning, as well as strict compliance with U.S. regulatory norms, not only involving the specific subject matter (for example, energy or transportation), but also CFIUS review, given the importance of infrastructure to U.S. national security.  Also important is ensuring that the interests of the foreign investors line up with the interests of domestic and other international investors on a project-by-project basis, since their respective positions vary from deal to deal.

Joint Ventures/Subsidiaries/Partnerships

  • Venable represents Guthy-Renker LLC in significant work involving setting up overseas subsidiaries and joint ventures with foreign companies all over the world (including Japan, India, Korea, Taiwan, Australia, Russia, Cyprus, Mexico and Canada). Venable also coordinates with overseas counsel on their behalf. Some specific matters include representing Guthy-Renker in connection with its joint venture with a French company to market and sell Guthy-Renker products in Russia, and the completion of a complex international intellectual property license with a NASDAQ publicly-traded company.
  • Constellation is a U.S. hedge fund which invested in a newly formed offshore partnership with a major entertainment company in connection with the financing of new shows in New York and Los Angeles.  Venable was heavily involved in negotiating and finalizing the overall structure, and drafting and reviewing numerous documents. We advised on the U.S. federal, New York and California state tax issues associated with various Constellation sub-funds investing in the offshore partnership. 
  • Venable represented Nazarbaev University in Kazakhstan in connection with a curriculum-based joint venture undertaking with a major U.S. university.
  • Venable represented a U.S. real estate sales training business in connection with an international joint venture in Italy.
  • Venable represented an Italian food franchise business in connection with the launch of its business in the form of a U.S. joint venture.

Tax

  • Venable advised Danske Bank A/S, Denmark's largest bank, with respect to the U.S. tax implications of its purchase of a pool of U.S. commercial and residential mortgage loans from Lehman Brothers, foreclosure on various mortgaged properties and subsequent sale of such properties. Venable assisted Danske in structuring its transactions in a manner that minimized its exposure to U.S. income taxation, avoiding a U.S. "permanent establishment" under the U.S.-Denmark Tax Treaty and successfully navigating through some very complex FIRPTA withholding tax issues.
  • Venable represented a public worldwide education company in structuring its international operations in a manner that maximizes its global tax efficiency.  In addition, Venable used a very creative strategy to assist the company in successfully rebuffing, at the IRS Appeals level, an attempt by the IRS to assess an additional $65 million in taxes pursuant to Section 367(d).
  • Venable assisted a major Australian public university in obtaining a sizable tax refund from the U.S. taxing authorities.  This representation was particularly successful for the client as the IRS initially refused to issue the refund but subsequently relented and issued the check.
  • Sonoran Resources is a privately held client with mining operations in Mexico and the United States.  Venable assisted Sonoran Resources in developing an appropriate ownership structure, working with senior management on structuring profits to be issued to employees and using disregarded entities in Mexico in order to allow the individual U.S. investors to claim a foreign tax credit for the Mexican taxes paid by the Mexican mining entities.
  • Venable represents a major Australian-based international church with respect to its for-profit investments and operations in the United States.  Our advice includes assistance with structuring the church's U.S. investments through the most tax-efficient vehicle, minimizing withholding and/or branch profits tax, maximizing the use of foreign tax credits, avoiding the church's conduct of a "U.S. trade or business," and planning to ensure the applicability of favorable provisions of the U.S.-Australia Tax Treaty.
  • Venable advised more than 40 clients with unreported foreign financial accounts on participating in both the 2009 Offshore Voluntary Disclosure Program and the 2011 Offshore Voluntary Disclosure Initiative; many of those clients chose to participate in the two amnesty programs, while others determined that participation was not advisable and pursued other options to disclose their unreported foreign financial accounts. We worked very closely with the participants and their CPAs in preparing the massive amounts of information required to be submitted to the IRS.  In connection with representing those clients, Venable issued a number of Tax Bulletins and updates on the different programs.

Restructuring

  • Venable has worked closely with Agora Incorporated, one of the largest and most successful consumer newsletter publishers in the world, as it has restructured its foreign business operations. During this time, Venable assisted the company in organizing a new foreign holding company and transferring the ownership of subsidiaries in Europe, Asia and Australia to that newly formed holding company. Also, as part of this restructuring, Venable assisted the company with issues ranging from dividend planning to transfer pricing and advised the shareholders of the company on highly sophisticated tax issues related to international estate planning, residency disputes with foreign taxing authorities and expatriation.
  • Venable represented a French/Italian luxury perfume distribution business in connection with the restructuring of its U.S. operations and in connection with a contractual dispute with a major U.S. apparel company.
  • Venable represented a Spanish manufacturer of high-quality optical products in connection with a reorganization of its joint venture with a U.S. distribution company.
  • Venable represented a U.K. veterinary pharmaceutical company in connection with the reorganization of its U.S. subsidiaries.
  • Venable represented a Norwegian oil services company in connection with the reorganization of its U.S. operations.

Securities

  • Venable represented Pharmaxis, Ltd., an Australian-headquartered specialty pharmaceutical company (ASX:PXS), in establishing a Level One ADR program in listing its American Depositary Shares on NASDAQ Global Market (NASDAQ:PXSL) and in connection with the U.S. portion of a registered global initial public offering of ordinary shares and American Depositary Shares. We also represented Pharmaxis, Ltd. in the U.S. portion of global placement of ordinary shares under Regulations D and S. The total amount raised in these offerings exceeded $75 million.
  • Venable represented Memtec, Ltd, an Australian-headquartered industrial filtration company, in connection with the establishment of a Level One ADR program and subsequent IPO and related NASDAQ Global market listing. We also represented Memtec in connection with moving its listing to the NYSE.
  • Venable represented Universal Biosensors, an Australian-headquartered medical diagnostic device company, in connection with registration of its U.S. parent under the Securities Exchange Act of 1934 and related periodic filings. Venable also represented Universal Biosensors in connection with Regulation S matters.

Asset Sales

  • We represented the owners of a privately held natural resources company in its sale to a foreign purchaser for over $1 billion. Part of Venable’s representation included intense simultaneous negotiation of the terms of purchase agreements with several potential bidders in an auction process managed by an internationally-recognized investment bank, negotiation of final documentation with the winning bidder, and closing the transaction. In addition to corporate lawyers, Venable provided assistance on antitrust, employment, real estate, tax and regulatory matters, and was responsible for the coordination and oversight of the work of foreign and local counsel. The transaction closed despite constant renegotiation of the deal terms during one of the most severe economic declines in history.
  • Venable represented the Greek-American owners of an international shipping company in connection with the sale of a Netherlands-based container business to a Japanese investment house.
  • Venable represented the estate of a deceased American philanthropist in connection with the disposition of assets in France and Morocco.

Corporate Governance

  • Venable represented AAF-McQuay Inc., a global manufacturer and distributor of commercial air conditioning and air filtration products and systems, in connection with establishment of a Dutch B.V. holding company structure.
  • Venable represented a U.K. consulting company in connection with the establishment of its U.S. business.
  • Venable represented a French online art installation company in connection with the establishment of its U.S. operations.

Mergers and Acquisitions

  • Venable represented SafeNet, an information security company (NASDAQ:SFNT), in acquiring companies located in Finland, the Netherlands and a company headquartered in California with operations in India, the European Union and Asia with assistance from foreign local counsel.
  • Venable represented a Slovenian-owned company in connection with the acquisition of a major international credit card franchise business in Italy from Citibank.
  • Venable represented an international conglomerate from Pakistan in connection with the acquisition of a food preparation and processing business in the United States and Canada.

Licensing/Franchising Agreements

  • Venable negotiated a development agreement between Celsion Corporation (NASDAQ:CLSN) and Philips Electronics, a large Dutch conglomerate, to combine Philips’ heat drug delivery device with Celsion’s liposomal-based oncology drug.  We also negotiated a complex license, clinical research, product development, distribution and commercialization agreement between Celsion and Yakult, a large Japanese consumer products company, involving potential royalty payment streams in excess of $75 million.

Investments

  • Venable represented a Canadian family office in connection with private equity investments in the United States.