Practice Areas

Expanding into the US Markets

There are many ways to expand your business into the US markets. You may sell directly to the USA from your home country. You may find a US based distributor, technology partner or a licensee. You may consider setting up a US subsidiary, and find yourself wondering about the right time to do so. You may consider “flipping” your corporate structure so that the parent company is in the USA and the subsidiary in your home country.

Each alternative brings with it a unique set of legal and operational issues for your business. The administrative costs associated with each alternative are different. I work with companies to determine the pros and cons of each alternative in light of the company’s stage of development and business goals in the USA.

US Subsidiary & Parent Companies

Setting up a US subsidiary, say, in Delaware, is a fairly simple and straightforward process. Delaware continues to be the state of choice for incorporations in the USA. If you’re considering a US parent company structure, the process is somewhat more complicated. Getting legal advice early with a US parent company plan is advisable to avoid unintended consequences later on.

The new US subsidiary or parent corporation is subject to US laws. This means you’ll need to determine where you’ll need to register and for what purposes. You’ll need to address legal risks applicable to your business. I work with companies to guide them through the incorporation process, documentation and post-incorporation tasks.

US Legal Risk Management

Some US legal risks are common to all companies, such as managing legal risks when hiring US employees – or negotiating US style agreements. Some risks are specific to your business. For example, if you sell a product that may cause injury to people or property, you must consider your product liability risk. If you sell a technical solution that stores your clients’ confidential information in the cloud, you worry about privacy and the security of your solution.

There is no one-size-fits-all legal risk management. I work with businesses to map and prioritize their US legal risk profile based on the nature and extent of planned operations in the USA. Many times companies will also need legal advice in areas that I do not practice, such as immigration, tax, patents or litigation. In these cases, I work with my network of US law firms to find the advice needed.

M&A and Venture Capital Deals

M&A and investment rounds will consume significant company time and resources. You will have your hands full with due diligence and reviewing drafts of various legal documents like letters of intent, agreements, and closing documents. I started my career doing M&A deals and investment rounds for US companies. Now I continue this practice by assisting European companies and their European counsel in their US deals.

I help my clients understand the US deal process and terms, and negotiate and navigate the legal paperwork involved. Just in the past few years, my clients with a US parent company structure have completed multiple convertible bridge loan and equity financings. I also assist European VC funds participating in US deals, and Finnish counsel in deals where the Finnish company is being acquired by a US company.

US Agreements & Contracts

US agreements are many times criticized for being too long although there are many valid reasons why that is the case. Even if your agreement is governed by the laws of your home country, there may be mandatory US law that affects your contract. It is always a good idea to check that your contracts don’t expose you to more risk than is customary in the USA.

I work with companies on various types of US agreements, including licensing, distributor, NDA, employment and consulting agreements. Often this also involves “Americanizing” the company’s home country contracts so that the company’s legal risks are more appropriately covered in the USA.