The Art Of Managing Cross-Border Transactions

Law360, New York ( September 6, 2016, 11:12 AM EDT) -- Imagine your multimillion-dollar transaction being held up over an item that is attainable, except that the process to obtain it is onerous. This situation is likely if foreign counsel is not engaged early enough in the process or if the lead counsel is unaware of the laws of the various foreign jurisdictions. For example, consider a Delaware corporation that contributes all of its assets and liabilities, including its ownership interests in its foreign subsidiaries, to a domestic limited liability company. If even one of those foreign subsidiaries is domiciled in a country that is not party to the Hague Convention Abolishing the Requirements for Foreign Public Documents, it may take weeks to complete the requisite signature verification process, which involves action by third parties such as the U.S. secretary of state and the official representative of the foreign country. Whenever action items are outside the control of the parties to the transaction, the lead counsel should consider very early on in the process how to complete such actions in a timely manner. Otherwise, the closing table may be surrounded by an unhappy client and an attorney unable to close the deal....

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