Most of our clients do business globally or are
seeking to expand abroad, and many of our clients are non-U.S. firms. Foreign
companies desiring to do business or invest in the United States must
address several strategic, legal and financial issues. Although
the details of U.S. government policy on international commerce are
constantly being evaluated, the U.S. historically has been open to foreign
investment and actively encourages it.
Direct foreign investment in the U.S. is over $200 billion. Most
Americans think that foreign contributions to the U.S. economy benefit the U.S.
through increased employment, exposure to new technology, reduction in
capital costs to U.S. firms and a strengthening of the economy and capital
American law is decentralized in nature. Foreign
businesses are generally faced with a mixture of federal, state and local
(municipal and county) statutes, rules, regulations, and guidelines. Typically,
entering the U.S. to do business will involve several and sometimes all of
the following areas:
1. Selection of a Form of Business Enterprise. A
foreign company must decide if it will be a non-U.S. branch under the law
of the business' country or if it will be established as a U.S.
corporation, partnership or limited liability company. Any U.S.
form of business involves questions of almost entirely state law.
2. Tax Consequences of Doing Business in U.S. This
involves consideration of state, federal and foreign tax laws.
3. U.S. Immigration Law - Non-Immigrant Visas
and Compliance with U.S. Law. Immigration is governed by
U.S. law and presents some of the more complex and time-consuming issues a
foreign business must face.
4. U.S. International Trade Law. Trade
law is a very specialized area, covering imports, export controls and U.S.
and international trading rules.
5. U.S. Regulation of Foreign Investment. The
U.S. government welcomes investment but has requirements concerning
ownership in some industries national security, industrial security,
licensing and reporting (or disclosure) rules.
6. Financing and Raising Money in the U.S. Primarily
non-legal but critical.
7. Intellectual Property: Patents, Trademarks,
Copyrights and Trade Secrets. Federal law dominates.
8. License, distributorship, agency and
franchise. A mix of state and federal law.
9. Labor, Employment and Occupational Safety Law
and Special Requirements Issues for Foreign-Owned Employers Operating in
the U.S. Both state and federal laws are involved.
10. Antitrust and Unfair Competition Law. This
is primarily an area of federal law --but increasingly states are enacting
unfair competition laws.
11. Environmental Protection and Natural
Resources. U.S. and state environmental laws present a
complex, strong and regularly enforced set of rules and regulations.
12. Consumer Protection Law. Primarily the domain of the states.
13. Product Liability.
Primarily state law.
14. Health and Safety Laws. Local, state and federal.
15. Litigation. Litigation is conducted before
federal and state courts and agencies. Arbitration
and mediation are increasing as dispute-resolving mechanisms and in some
instances are required by contract or statute.
Contact J. Daniel Hull for more information.