Practice Areas

Howard Rice's International Practice Group represents domestic public and closely held companies and individuals doing business and investing outside of the U.S. (outbound transactions) and non-U.S. public and closely held companies and individuals doing business and investing within the U.S. (inbound transactions). Our transnational clients' businesses range across industries, including apparel, architecture, construction, banking, cellular telephone and radio, communications, computers, software, energy, entertainment, franchising, gaming, health care, investment management, lodging, manufacturing, professional services, publishing, real estate, retail, sports, transportation and waste management.

Our clients' transactions are complex and intricate, and we specialize in planning and implementing tax-efficient structures for conducting business globally, including inbound and outbound mergers and acquisitions, debt and equity financings, public offerings, international joint ventures and strategic relationships, licensing and transfers of technology, joint research and product development, and distribution of products and services.

Many of our inbound transactions involve foreign companies that are expanding into the U.S. market, often with the help of private or public financings or by way of acquisitions. We have extensive treaty and regulatory expertise on transactions involving financings by non-U.S. companies and acquisitions by foreign purchasers of U.S. companies and assets.

Our International expertise is enhanced by our tax group who are nationally recognized authorities on cross-border taxation. Members of the tax group have recently presented or will present at tax conferences in London and Berlin, speaking on U.S. transfer pricing rules, the U.S. tax treaty network and other complex international tax matters. In practice, our tax group is consulted at inception of all cross-border transactions, assists with structuring, identifies tax problems and resolves the tax issues with clear straight-forward counsel.

In fact, our entire approach to our international practice is unique. The group consists of an interdisciplinary team of business, tax and litigation attorneys whose creed is no-nonsense expertise, clear communication and quick response. Several attorneys in this group have been schooled abroad and are bilingual.

We also pride ourselves on offering "one-stop shopping" to clients through our close associations with leading professionals throughout the world. Through our membership in the International Lawyers Network and other top international organizations, as well as our vast network of contacts and affiliates, we engage the best professionals in each country, many of whom we have known personally and professionally for decades.

• Mergers and acquisitions
• Joint ventures
• Licensing and distribution agreements, joint product development
• Intellectual property counseling and litigation
• Commercial litigation
• Tax

A privately-held online gaming company was contemplating listing its shares on a major non-U.S. stock exchange. In order to prepare the company for listing, the company and its subsidiaries were restructures and redomiciled. We represented a major U.S. shareholder of the company dealing with the substantial U.S. tax issues that arose in the reorganization. The project required a complete corporate and tax analysis of private and public limited companies organized in jurisdictions around the world. Also, there were substantial outbound tax issues that arose under the U.S. international reorganization tax provisions. We coordinated with advisors in many countries to structure the reorganization in a favorable tax manner for our client.

The board of directors of a major multinational client decided to implement a fast-track to international expansion. Our international group participated in the initial strategic meetings to determine whether in each target country expansion could be best achieved by acquisition, strategic relationship with an in-country partner, or by "going alone." We examined the political, economic, cultural and legal issues that pertained to the client's business decision. Once a country-specific strategy was developed, we interviewed local counsel and other in-country professionals and helped the client make decisions on appropriate advisors. Then we actively collaborated with the professional team to develop and create an efficient business and tax structure, obtained government approvals, licenses and tax holidays, prepared necessary documentation and intercompany protocols including technology transfers, branding and transfer pricing, and generally advised the client on all cross-border legal and tax issues. One thorny issue arose in this matter as a result of the client's desire to offer equity compensation to employees in each country. As stock and option grants are not typical in many countries and are often subject to significant local legal restrictions and taxation, we collaborated with local advisors in each country to develop a matrix to furnish a like benefit to employees worldwide.

Howard Rice is the primary outside counsel to PalmSource, Inc., the developer and licensor of the Palm operating system for mobile information devices. We represented PalmSource during its spin-off from Palm, Inc., and continue to advise the company on a broad range of issues common to public technology companies, from creating and protecting intellectual property to complying with public company reporting requirements. Our attorneys have represented PalmSource in its follow-on offering of common stock, negotiated strategic development and distribution agreements with Research In Motion to bring Blackberry functionality to the Palm platform, and advised the company in its recent acquisition of China MobileSoft.

• Australian-based joint venture for online stock brokerage
• Initial public offering of the shares of an Israeli company on Nasdaq
• Acquisition of stock of a U.S. manufacturing company by a Japanese client
• Establishment of a U.S.-based joint venture for a Taiwan company and a Korean company to design new applications for integrated circuit technology
• Development of a health care joint venture in China between a Hong Kong company and a publicly traded U.S. company
• Preparation of bids on behalf of a global architectural firm for an office project in Shanghai and a hotel-conference center in Beijing
• Substantial private placements for a major European computer and software company, a restaurant company establishing eateries in China, and a private equity fund managed in Indonesia
• Acquisition of a group of Canadian cosmetics companies and global licensing of the companies' intellectual property
• Acquisition of the assets of a U.S. consumer products company by a publicly traded Bermuda company
• Negotiated and drafted software and other technology licenses with clients' customers throughout Europe, Latin America and Asia
• Enforced major U.S. golf company's intellectual property rights on a worldwide basis
• Secured a $32 million arbitration award for a U.S. research and education foundation in a dispute with a Belgian pharmaceutical manufacturer
• Litigated on behalf of an Italian rail-car manufacturer in a contract dispute with a U.S. subsidiary of a Swiss company
• Litigated on behalf of a Japanese medical product company in a dispute with a U.S. company concerning distribution of surgical drills in Japan
• Represented U.S. real estate developer in negotiating resort development arrangements in China and Egypt
• Multinational reorganization of a global gaming company