International Trade, Investment and Privatizations

HRMR, and its affiliates, specialize in the development of emerging and frontier markets. We offer over twenty years of hands-on experience in over fifty countries, in guiding clients thorough the complexities of investing and operating in such markets.

H&R opened an affiliated office in Romania in the early 1990’s from which its lawyers expanded their practice, first into South-East Europe across several practice areas, and then globally to Latin America, Asia and Africa. This early introduction to emerging markets has provided its team of professionals with experience working with enterprises in many regions throughout the world on a variety of matters. Their expertise is complemented by the experience of H&R lawyers in other related practice groups, as well as professionals in affiliated offices on three continents and a network of experienced practitioners with offices in over 180 countries. H&R is constantly investing in its capability to provide its clients with both comprehensive advice and strong execution in these dynamic markets.

Even when transactions in emerging markets have the same basic structure, specific execution can be far more complex due to legal, regulatory, cultural and political differences that require knowledge and understanding of the local landscape. Our depth and wealth of experience in structuring and executing complex transactions in unusual places and managing local law firms enables our clients to navigate their way through the sometimes uncharted waters of emerging markets with confidence.

There is no substitute for having a team with a sophisticated understanding of the client’s business and industry. Among the industries with which our attorneys have significant experience are:

  • Agricultural Equipment Manufacturing and Distribution
  • Automotive
  • Banks and Financial Institutions
  • Chemicals
  • Consumer Products and Retail (including Toys, Food and Beverage and Packaging)
  • Construction
  • Energy and Natural Resources (including Mining)
  • Defense
  • Health Care and Pharmaceuticals
  • Information Technology
  • Insurance
  • Internet Technology and Website Development
  • Media and Entertainment
  • Real Estate and REITs
  • Securities
  • Software
  • Telecommunications
  • Tourism
  • Transportation

H&R lawyers advise U.S. and international companies and investors, banking institutions, global investment banking firms, publicly-traded companies, government-owned enterprises, public-private partnerships, and other parties in numerous privatizations, public and private securities offerings, mergers & acquisitions, reverse mergers and alternative public offerings, commercial financings, joint ventures and other complex transactions. We have provided tax advice to the world's largest beverage company, the world's largest manufacturer of mainframe computers, the world's largest consumer products manufacturer, one of Europe's largest pharmaceutical firms, international banks, leading multinational defense contractors and other firms engaged in manufacturing, shipping and real estate development. Representative transactions include:

Finance
  • Refinancing of the Panama Canal Railway.
  • Leasing arrangements for investors involved in mining and oil exploration concessions, industrial manufacturing and trade industries.
  • Financings of various businesses in South Africa through access to the international debt capital markets.
  • International term and revolver loans and lines of credit for major financial institutions.
Mergers & Acquisitions
  • Acquisition of two large Black Sea oil refineries.
  • Reverse Mergers and private capital raises (PIPEs) for Chinese software, information technology, education, pharmaceuticals and solar energy companies.
  • Acquisition of a half billion dollar automotive manufacturing business.
  • Acquisition and licensing of cable television companies.
  • Acquisition of chemical and petro-chemical production facilities.
  • The acquisition and licensing of radio and television stations.
  • Sale of a major automotive parts manufacturer.
  • Sale of a large cement manufacturer.
  • Acquisition of a major steel plant.
  • Purchases of aeronautical and defense industry firms.
  • Acquisition of assets of banking institutions.
Privatizations
  • Privatization of the Romanian state-owned oil company, Petrom.
  • Privatization of RomTelecom, Romania's fixed telephone service provider.
  • Privatization of a Polish metals institute.
  • Privatization of a large metals plant.
  • Privatization of petrochemical plants, tire producers, farm machinery manufacturers, packaging plants, cable manufacturers, telecommunications service providers and pharmaceuticals companies.
Other Cross-Border Transactions
  • Cross-border service agreements for a Columbian website developer.
  • Establishment of a major production facility for one of Europe's largest tire producers.
  • Establishment and operation of joint ventures in various disadvantaged and Tax Free Zones.
  • Joint ventures with pipe and valve producers.
  • Establishment of major breweries, mineral water plants, automotive parts manufacturers, kitchen appliance manufacturers and retail stores.

H&R attorneys have provided representation to Chinese, Israeli and other international companies whose securities are traded on U.S. markets, assisting them with SEC reporting and compliance obligations.

Creative structuring of transactions is a hallmark of H&R’s practice that benefits from the resources provided by our various offices. Our lawyers have also advised private companies, government and quasi-governmental agencies and securities and commodities exchanges regarding regulatory issues, currency swaps, corporate governance and fiduciary issues. For example:

  • The firm has acted as international counsel for the Ministry of Transportation of Romania in regard to securitized and non-securitized bond offerings on European national markets.
  • H&R's attorneys concluded a major foreign currency swap after the issuance of Romanian Samurai bonds on the world market.
  • H&R obtained the requisite approvals and licenses necessary for a number of our clients to commence banking operations in emerging markets.
  • H&R attorneys have performed legal due diligence examinations on large banks and other financial institutions in the emerging markets.
  • Our attorneys advised the New York Mercantile Exchange in connection with the establishment of a new currency futures trading floor in Dublin, Ireland.
  • H&R acted as General Counsel to the Bucharest Stock Exchange during its first year of operations.
  • H&R advised listed companies on the emerging markets’ stock exchanges in regard to compliance issues and stockholder matters.

H&R has played a major role in significant power projects, including proposed power generation and partial privatization arrangements.

In order to assist companies doing business in emerging markets, H&R attorneys formulated a "commercial paper program" whereby promissory notes issued by the companies were sold and traded. This solution was effective when bank credits were limited, and also addressed currency exchange concerns. H&R attorneys have also structured syndicated loans from Western lenders, guaranteed by governments, and required to finance short-term energy needs.

H&R has acted as international counsel for Romania’s National Road Administration in regard to bond offerings for road construction projects. And H&R attorneys have represented successful bidders in both analog and GSM licenses for cellular telephone networks in substantial telecommunications transactions. We have also worked on transactions involving satellite, radio, cable television and other related areas.

The firm advises clients in real estate development and finance, with wide-ranging experience in matters relating to the ownership, assembly, acquisition, development, construction, operation, financing and securing of real estate assets. H&R represents prominent U.S. and international developers in a wide range of projects, including the development of a $2.2 billion entertainment center in Eastern Europe.

H&R attorneys advise U.S. and international companies on developing, implementing and rigorously reviewing their Foreign Corrupt Practices Act (“FCPA”) compliance programs and familiarizing their overseas branches, subsidiaries, managers and agents with corporate procedures for handling contracts with foreign government entities or involving government officials. Our attorneys' work related to FCPA also entails risk assessment, conducting internal investigations related to potential violations, transaction counseling (when working with state-owned entities or other high-risk enterprises) and advising buyers and sellers regarding FCPA due diligence in mergers and acquisitions.

Arbitration of investor disputes is an emerging and increasingly expanding aspect of international trade law. H&R has a proven track record assisting multinational companies and other clients in arbitrations conducted throughout the world, and our attorneys are experienced in international commercial arbitration, both as counsel and as arbitrators.

The firm has also provided advice to the Government of Romania in regard to the creation of historic urban district legislation and urban business improvement legislation in connection with the renovation of the nation's historic urban districts.

Our attorneys advise regarding international trade from field to market and from factory to showroom. We negotiate, draft and finalize contracts for production, transportation (including maritime and admiralty law) and distribution. We advise on shipment and transportation, warehousing, freight forwarding and distribution, asset confiscation and expropriation, and trade finance.

Additionally, among other transactions, H&R has advised with respect to:

  • Redevelopment of Baneasa Airport in Romania.
  • Development of over a dozen hotel and resort projects in Eastern Europe.
  • Land acquisition/property leases, including agricultural land. Preparation of mortgage and funding documentation, environmental compliance, and resolving disputed land ownership claims and conflicting titles in Europe.
  • Various office and hotel projects for large real estate developers, including the largest such developers from Israel and Greece.

H&R has a range of practice areas that work regularly in matters involving the emerging markets and in related client activities. Each team of attorneys collaborates in order to offer our clients the specialized knowledge that is needed in the emerging markets. The areas in which we work include:

  • Capital Markets
  • Foreign Corrupt Practices Act
  • Global Trade
  • International Arbitration and Litigation
  • International Distributorship Agreements
  • Investment Funds
  • IP and Warranty Protections
  • Mergers, Acquisitions and Joint Ventures
  • Privatization Transactions
  • Real Estate-Related Transactions
  • Restructuring
  • Securitization
  • Trade Finance, Letters of Credit, Terms of Trade
Added-Value Capabilities
  • Fluency in local languages, including Mandarin Chinese, French, German, Hakha (Lai), Hungarian, Italian, Japanese, Myanmar, Romanian, Russian, and Spanish
  • Understanding of the cultural nuances with implications for business activities in a given country
  • Familiarity with jurisdictional regulatory and international trade laws
  • Market access issues and ability to identify points of entry for clients
  • Strategic partnerships, alliances and overall recognition in the industries and global institutions and organizations that work most in emerging economies

The strength of H&R’s Emerging Markets Practice Group lies in the extraordinary lawyers who serve our clients. Please learn more about some the people behind our services:

  • Mark A. Meyer leads H&R’s International Practice Group. He is widely recognized for his expertise in international joint ventures, mergers and acquisitions, privatizations, and international arbitrations for major U.S., Asian, European and Middle Eastern corporations engaged in manufacturing, energy, tourism, transportation, telecommunications, real estate development and capital-raising activities, in emerging markets throughout the world. His distinguished career includes acting as a special advisor for legal and economic matters to six emerging market heads of state. In 2007, St. John’s University School of Law conferred upon Mr. Meyer the degree of Doctor of Laws, honoris causa, describing him as “a pioneer in promoting the rule of law in Central and Eastern Europe since 1990.” In 2004, Mr. Meyer was named a Harvard Law School Traphagen Distinguished Alumnus for his “great skill in the economic, legal and political transformation of a developing region”. In 2011, Fairleigh Dickinson University conferred the degree of Doctor of Humane Letters, honoris causa, upon Mr. Meyer lauding him for: “embracing the promise of other cultures, working tirelessly to promote the rule of law in a developing region and building international relationships based on mutual cooperation.” Mr. Meyer lectures widely throughout the United States and Europe on legal aspects of doing business in the region and he is an Adjunct Professor of Law at St. John’s University School of where he teaches “Transactions in Emerging Markets”. Two European governments have decorated Mr. Meyer with their highest honors for his distinguished service in promoting the rule of law. He is a member of the Panel of International Arbitrators of the International Center for the Settlement of Investment Disputes (ICSID), the International Centre for Dispute Resolution SM (ICDR), the international division of the American Arbitration Association, as well as the Romanian Court of International Commercial Arbitration in Bucharest.
     
  • Eric C. Rose, a multi-lingual international attorney, served for over a dozen years in leading in-house business development positions at leading Fortune 500 companies such as John Deere, Tyco Toys and American Standard. In that capacity, Eric led mergers, acquisitions, joint ventures and greenfield projects in two dozen developing countries on four continents including, among other, in Bulgaria, Russia, Turkey, Thailand, Vietnam, China, South Africa, Egypt, Turkey, Chile, Colombia and Mexico. Furthermore, he lead American Standard’s entry into Myanmar prior to the institution of the 2003 U.S. sanctions. While in private practice at major law firms, as well as while leading an international management consulting company, Eric has specialized in reorganizing privately-held mid-tier companies in the energy-equipment manufacturing and defense industries, preparing them for IPOs and M&A transactions.
     
  • Sergiu Doru is one of Romania's foremost lawyers. He graduated from the University of Bucharest School of Law in 1982 and was admitted to the Bucharest Bar that same year. He is a highly regarded specialist in capital markets and banking law, representing major Western financial institutions in a wide variety of financial transactions including project finance, municipal and Romanian State bond offerings, asset-based lending, unsecured financing, letter of credit transactions, real estate financing, asset securitization, and credit enhancement arrangements. In addition, Mr. Doru has assisted foreign banks in establishing and chartering branches and representative offices in Romania. He advises on cross-border transactions, joint ventures, off-shore investment funds, and international trade and trade finance matters throughout South East Europe.
     
  • U Kyaw Hoe has over thirty years of experience in the practice of law in Myanmar, specifically in civil and criminal defense litigation, as well as corporate, trademarks and immigration matters. U Kyaw Hoe is one of the leading members of the National League for Democracy (NLD) party’s Legal Affairs Committee, and is a member of NLD’s Central Committee. His clients included NLD members, 8888 generation leaders, All Burmese Students Democratic Front, All Arakanense Student and Youth Congress, Rakhine Network Groups and other political dissidents. On the corporate side of his practice, U Kyaw Hoe has represented leading Myanmar businesses, including MGS Beverage Co., Ltd., Thet Nay Co., Ltd. and Cornucopia Co., Ltd..
     
  • Corin Trandafir is a former Fulbright Scholar admitted to the Bucharest Bar. He also received a diploma in Comparative Law from La Faculte Internationale de Droit Compare in Strasbourg, France. Mr. Trandafir is one of Romania’s leading experts in antitrust and competition law matters and specializes in international arbitration. He has successfully engaged in numerous arbitration proceedings throughout Europe involving matters arising from transactions in the continents emerging market nations.
     
  • Don Glascoff, former Chairman and Chief Executive Officer of The Park Avenue Bank, was Co-Chairman of Cadwalader, Wickersham & Taft, the oldest Wall Street law firm, from 1980 to 2000, and Chairman & Executive Producer of Dancing Dragon Films (and a 2007 academy award winner). He has been lead counsel in some of the most sophisticated and significant corporate and real estate transactions worldwide throughout the emerging markets.

Through the advice of experienced counsel, clients entering unfamiliar emerging markets can more easily bridge the sometimes vast cultural differences that exist in terms of business norms in various parts of the world. Clients have come to rely upon our advice because they know that our execution of their requirements is distinguished by the depth and wealth of our experience, steeped in both civil and common law. We are proud of our team’s ability to provide clients in emerging markets with exceptional quality legal representation; while this does not guarantee business success, its absence increases the risk of disappointing results. Our lawyers are constantly seeking ways to improve our clients’ likelihood of success. In emerging markets, more so than anywhere else, this requires experience, depth and an awareness of the cultural and legal nuances that must be considered in each matter.

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