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Proskauer has been recognized by clients, practitioners and independent ranking organizations for its international practice. The IPG's e-book, written in conjunction with Proskauer's International Litigation and Dispute Resolution Department and titled Proskauer on International Litigation and Arbitration, provides an essential guide to clients for managing, resolving, and avoiding international litigations/arbitrations and cross-border regulatory investigations and proceedings. For more information about this practice area, contact:
Multinationals, financial institutions, funds, and other organizations of all sizes and across myriad industries, partnerships and individuals - from the United States, Europe, Latin America, the Middle East to the Far East - turn to our International Practice Group to advise and represent them in a multitude of practice areas, including global:
- High-stakes litigation and arbitration matters, including disputes before arbitral and regulatory bodies in and outside the U.S.
- Corporate transactions across the spectrum, including complex cross-border mergers and acquisitions, divestitures, capital markets financings (public and private, including venture capital transactions), restructurings, formation of investment funds, competitive bid strategies, acquisition structuring and buyouts.
- Corporate commercial matters with respect to joint ventures, distribution and licensing arrangements, regulatory compliance, executive compensation, securities law, corporate governance and other matters critical to the on-going operations of their business.
- Human resource-related matters, including cross-border labor, employment and benefits issues.
Additionally, these highly integrated teams actively draw upon the knowledge of Proskauer practitioners in many other areas of law, such as antitrust, bankruptcy, white collar, intellectual property and tax, to provide clients with the highest level of counsel.
Vast Capabilities Across a Wide Array of Practices
Click on these links to learn more about the International Practice Group's capabilities, and representative matters and transactions in the following areas:
International Litigation and Dispute Resolution
The International Practice Group's lawyers have handled a vast array of international litigations and arbitrations on behalf of both U.S. and non-U.S. clients in a wide range of areas. Acting as U.S. litigation counsel on behalf of and against companies outside the U.S., we have developed significant experience with issues including:
- Extraterritorial application of U.S. law and its limits;
- Document retention laws and practices, given local and foreign regulations;
- Document production and other discovery issues;
- Laws of various countries regulating discovery abroad;
- Maximizing the tax efficiency of cross-border settlements;
- Borrowing statutes;
- Damages; and
- Privilege and evidentiary issues at trial, among many other issues.
In many cases, our creative and informed approach to handling international disputes has helped scores of clients minimize or avoid litigation altogether.
Multi-jurisdictional Disputes
We represent U.S. and non-U.S. companies in multi-jurisdictional disputes in which complex aspects of U.S. law often arise. We are adept at handling cases involving legal regimes of multiple countries, including presenting conflict of laws issues; FSIA cases; use of U.S. discovery in aid of foreign proceedings; and removal of cases to federal court under the N.Y. Convention and its federal counterparts.
We have assisted many clients in and outside the U.S. with overseas litigation, acting both as trial or hearing counsel, and have coordinated, overseen and managed litigation in many forms. Additionally, we have assisted clients in litigating and resolving a wide range of disputes arising out of cross-border restructurings, including working with creditor groups to advance their interests during large international debt restructurings, and to assert or defend claims in U.S. bankruptcy cases or ancillary proceedings such as 304 proceedings.
While trying cases is our passion, we understand the importance of knowing when to go to court and when to employ alternatives. To learn more about the International Practice Group's capabilities across other practices including International Arbitration, click here, or read on for highlights of international litigation and dispute representative matters.
International Litigation and Dispute Resolution Representative Matters:
- Transunion Corp. v. PepsiCo - Defense of PepsiCo against breach of contract, fraud, and RICO claims made by Transunion, a Philippines corporation. The suit was dismissed on grounds of forum non conveniens, notwithstanding the presence of federal claims. Affirmed by the Second Circuit.
- Touche Ross & Co. - Lawsuit filed on behalf of Touche Ross & Co in the Cayman Islands to enjoin a litigation in Florida brought against the international firm (as well as the U.S., Canadian and UK firms). Litigated all the way up the Cayman Court of Appeals. Proskauer succeeded in obtaining the injunction.
- Altmann v. Austria - The first time U.S. Courts have asserted jurisdiction over a foreign nation for sovereign activities within its own borders. Proskauer represented Austria in the case that applied Austrian law.
- In re Multicanal S.A. - Representation of Argentinian Recovery Company, holder of $150+ million in unsecured debt, in state court litigation as well as Section 303, 304, and 305 proceedings in Bankruptcy Court for the Southern District of New York; related proceedings in Argentina and Trust Indenture Act litigation. In a case of first impression, Proskauer attorneys proved at trial that U.S. retail investors were being discriminated against and that U.S. creditors were being threatened with intimidation tactics in other countries.
- Alcatel v. Cisco - In connection with a matter brought in California, there were parallel patent infringement claims brought by Alcatel against Cisco in the Dutch courts, which Proskauer supervised.
- SHL v. Cablevision - Litigation proceeding in Southern District of New York, Bankruptcy Court, and other courts concerning creditors' efforts to secure their rights under federal and state law arising out of the default by a major Argentine cable company of more than a billion dollars of U.S. debt. On creditors' motion, the Federal District Court, for the first time, withdrew the reference of the case from the Bankruptcy Court so that the Federal District Court could decide the major issues of prioritization among implicated federal statutes.
- Daewoo Heavy Industries Ltd (South Korea) - Action in Southern District of New York and Southern District Bankruptcy Court concerning an alleged U.S. $75 million guaranty and related alleged fraudulent conveyances.
- BABI v. Quaker Oats, et al. - Defense of termination of bottler of Gatorade® in Taiwan. The case was settled before trial in the Southern District of New York.
- CEPSA v. Pepsi - Successful defense to claims bought by the terminated bottler covering Peru. Litigation pending in Southern District of New York, Second Circuit, and in Peru. Proskauer succeeded in persuading the Second Circuit that the bottler had failed to prove it obtained the requisite authority to sue.
- In re Vitamins Price Fixing Litigation - Prosecution on behalf of Bristol-Myers Squibb of claims against worldwide cartel of vitamins producers. Related proceedings involved EU and international reach of U.S. antitrust laws.
- Stratagem v. Heron International N.V., et al. - Representation of Stratagem and affiliated companies in two related cases involving claims under real estate joint venture agreements in connection with two New York City sites. Cases in Southern District of New York and related litigation in U.K.
- Metallgesellschaft v. Hodapp - Action under 28 U.S.C. §1782 arising from litigation and arbitration in Germany. The case made new law in the Second Circuit.
- New Industries (Sudan) - Successfully tried damages phase of case arising out of termination of bottling appointment in Sudan.
- Seven-Up Bottling Co. (Bangkok) v. PepsiCo - Successfully tried issues related to whether PepsiCo wrongfully terminated its 7-Up bottler in Thailand and whether PepsiCo breached its contract with the bottler.
- Builders Emporium Litigations - Represented Builders Emporium in arbitration (18-day hearing involving "agent" in Taiwan) and in California federal court litigation.
To learn more about the International Practice Group's capabilities across other practices including International Arbitration, click here.
International Corporate Transactions and Restructurings
Proskauer's international corporate practice actively advises leading financial institutions, including underwriters and lending institutions; companies of all sizes across a full spectrum of industries; service entities; venture capital and other private investment funds; and many other types of clients on a vast range of global corporate transactions and other corporate matters.
Corporate Transaction Capabilities
Our lawyers provide clients with sophisticated legal solutions in structuring and facilitating complex international corporate transactions including:
- Cross-border acquisitions
- Dispositions of public and private companies
- Tender offers
- Mergers and acquisitions
- Reorganizations of public companies
- Competitive bid strategies and acquisition structuring
- Management and other leveraged buyouts, and in many other areas.
Capital Markets Transaction Capabilities
The International Practice Group advises clients based outside the U.S. on public offerings in the U.S. and U.S. companies on transactions outside the U.S., often as part of multi-jurisdictional offerings. They include initial public offerings, listings on securities exchanges and automated quotation systems. Our lawyers also advise on exempt offerings to institutional U.S. purchasers under Rule 144A, offshore offerings under Regulation S, private placements of securities, venture capital financings and exchange offers.
Commercial Matters
We represent entities based outside the U.S. doing business in the U.S., as well as U.S. companies doing business in other jurisdictions, on a vast range of commercial matters. They include joint ventures, distribution and licensing arrangements, and regulatory compliance. Our lawyers also help international clients develop strategies for the orderly reorganization of indebtedness, whether as company counsel or on behalf of creditors, and assist clients in purchasing overseas and domestic assets from U.S. Chapter 11 debtors.
Benefit from Our Insight into Local Markets Overseas
Regardless of the type of transaction under consideration, our experienced lawyers can apply their insight into local laws, regulations and accounting rules across many jurisdictions to help proactively plan for and circumvent pitfalls that may arise when structuring the most complex cross-border transactions.
To learn more about the International Practice Group's capabilities across other practices, click here, or read on for highlights of capital markets representative transactions.
Representative International Corporate Transactions
- Represented Alcatel, the French provider of end-to-end telecommunication solutions, in multiple transactions in the United States, including its U.S.$32.2 million acquisition of common shares of iMagicTV Inc., pursuant to a statutory plan of arrangement under Canadian law; a €153 million acquisition of Astral Point Communications, a privately held corporation that creates next-generation SONET metropolitan optical systems; and a U.S.$81 million acquisition of Telera, Inc., a privately held company.
- Represented The Pepsi Bottling Group Inc. in its U.S.$1.2 billion acquisition of Pepsi-Gemex S.A., a Mexican company that is the largest bottler of PepsiCo products outside of the United States. Proskauer also represented The Pepsi Bottling Group Inc. in connection with the financing of this acquisition.
- Represented Pitney Bowes, Inc., a U.S. provider of office technologies and services, in several major acquisitions in France, including the acquisition of Secap, a company specializing in mail delivery services.
- Represented Grupo Votorantim, a Brazilian industrial and financial conglomerate, in a U.S. $300 million ten-year bond offering issued by a special-purpose Cayman Islands subsidiary.
- Represented Maxcom Telecomunicaciones S.A. de C.V., a Mexican local telephone company, in its debt restructuring and recapitalization, which involved the exchange of U.S.$275 million of 13¾% Series B Senior Notes due 2007 for U.S.$175 million lower-yield senior notes and 15% of the company's total equity.
- Represented bondholders committee in the $330 million restructuring of Mastellone Hermanos S.A., an Argentinian dairy company.
- Represented a fund controlled by Veronis Suhler Stevenson Partners LLC, a New York merchant bank specializing in media properties, and 3i Group PLC, Europe's leading venture capital company, in their U.S.$260 million acquisition of the directory operations of Verizon Information Services in Austria, the Czech Republic, Hungary, Poland, Slovakia and Gibraltar.
- Represented Colgate Palmolive Company, the U.S. consumer products company, in the sale of its European soaps business.
- Represented Probitas Pharma, S.A., a Spanish biopharmaceutical company, in the U.S.$101.8 million acquisition of the plasma fractionation business of Alpha Therapeutic Corporation.
- Represented Bolloré S.A., a diversified French company present in Europe, North America and Africa, in connection with the private issuance of U.S.$65 million in long-term notes.
- Represented Corporación UBC International S.A., and its subsidiaries Banco Cuscatlán de Guatemala S.A. and Banco Cuscatlán de Panamá S.A., in the U.S.$60 million acquisition of the branch operations in Guatemala, Panama and Honduras of Lloyds TSB Bank PLC, as well as certain other Lloyds assets.
- Represented MAUSER-Werke GmbH & Co., K.G., a German company that is one of the leading producers of industrial packaging, in the acquisition of Hoover Group, Inc.'s intermediate bulk containers and L-ring drums business.
- Represented Kerzner International Limited, a resort operator, on a mezzanine standby credit facility relating to the development of a six-star resort in the Maldives.
- Represented Ceres Terminals Inc., a stevedoring and terminal operating services company, in the sale of all of its shares to Nippon Yusen Kabushiki Kiasha, a publicly held Japanese company.
- Represented The Laird Group, a public U.K. company, in its acquisition of Orcus, Inc., a U.S. company in the thermal management industry.
- Represented TotalfinaElf, the French oil and gas company, in its U.S.$400 million acquisition of ownership interests in natural gas pipelines in Argentina, Brazil and Chile.
- Represented Grupo Cinemex, a cinema exhibitor that runs 31 cinemas with 349 screens in Mexico, in the sale of Cinemex to Onex Corp., a partner in Loews Cineplex Entertainment Corporation.
- Represented Del Monte Foods Company in the sale of its Mexican and Central American operations.
- Represented Overseas Shipping Group, Inc. in its oil tanker shipping alliance with PDVSA, the Venezuelan state oil and gas company.
To learn more about the International Practice Group's capabilities across other practices, click here.
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