International Commerce

Many companies turn to their outside counsel for advice regarding international finance, import/export, trade, immigration and intellectual property protection abroad. Thompson Coburn LLP ("Thompson Coburn") has attorneys who practice exclusively in the International Commerce arena and are well versed in the various agencies, regulations and laws that affect companies involved in international trade.

International Finance
Thompson Coburn has a strong practice specializing in financings guaranteed or insured by the Export-Import Bank of the United States (“Ex-Im Bank”). The Firm represents borrowers and lenders, many of whom are global financial institutions, in various types of Ex-Im Bank transactions, including long and medium term financings, projects, securitizations and credit guarantee facilities. Thompson Coburn also has broad experience in transactions guaranteed or insured by the Overseas Private Investment Corporation, U.S. Agency for International Development, International Finance Corporation, and regional development banks like the Inter-American Development Bank and the African Development Bank.

These financings have been utilized for the construction of such diverse projects as steel and power plants in India, an aluminum factory and hospitals in Russia, hotels in Turkey and Brazil, a wireless transmission facility and a mine in Mexico, a power project in Ghana, a bottling plant in Brazil, and housing projects in South Africa, India and various Latin American countries. Some transactions have been extremely large, such as a multi-billion dollar foreign military sales financing of jet fighters or Ex-Im Bank guaranteed loans of hundreds of millions of dollars to a large state owned oil company. Others have been somewhat smaller, such as the documentation of numerous medium-term Ex-Im Bank guaranteed loans and dozens of transactions utilizing various Ex-Im Bank insurance products. The Firm has represented clients in transactions that have been supported by European, Canadian or Asian export credit agencies and have worked on a number of financings that have been based on currencies other than the U.S. Dollar.

Customs
Two common issues for companies involved in importing to the United States include the correct classification of goods and their appropriate valuation. There may be alternatives to classifying the same goods; choosing the optimal classification category may have a significant impact on duties. Some classifications may allow importers to bring goods into the United States duty-free. Ensuring that goods have the appropriate country-of-origin markings will also affect the amount of duties to be paid. Like classification, there may be several country-of-origin choices that can be made to your advantage. When appropriate, Thompson Coburn may identify and apply all existing duty-free arrangements to eliminate or reduce duties for your company. Where advisable, the Firm also conducts full customs audits for clients.

Security is an important part of any import compliance operation. Companies must understand their supply chain and the requirements of the Customs-Trade Partnership Against Terrorism, and the World Customs Organization Framework of Standards to Secure and Facilitate Global Trade in order to assure the minimum interruptions in their import operations.

Export Controls
Understanding export controls and U.S. economic sanctions are essential to minimizing the risks associated with international trade activities. The United States controls the exportation of items based on the nature of the item, its end use, the end user and the country of destination. Restrictions on the exportation of products apply to munitions under the International Traffic in Arms Regulations (“ITAR”) as well as “dual use” goods under the Export Administration Regulations (“EAR”). Additionally, economic sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) restrict specified types of transactions with certain countries or individuals. These sanctions extend to the activities of foreign branches and subsidiaries of U.S. companies as well as any U.S. person directing those activities.

Compliance is the central element of export controls. Due to the differing, and sometimes conflicting and overlapping regulations enforced by the Departments of State, Commerce, Treasury, Homeland Security and other agencies, compliance and the resolution of potential violations can be complex.

International Trade
International trade covers a variety of legal issues; petitions for import relief are among the most well known. Companies in the United States ask the federal government for relief against unfair pricing ("dumping" and "countervailing duty" cases), increases in import volume (Section 201 cases) and infringement of U.S. intellectual property rights by imports (Section 337 cases).

Market access issues are also part of international trade. Thompson Coburn can help arrange access to foreign markets through Section 301 proceedings, recommending appropriate use of U.S. government assistance programs, helping to develop strategies to deal with political and economic risks, and formulating defenses against adverse actions by foreign governments.

For importers, understanding how foreign manufacturers and/or distributors attempt to engage in the circumvention of U.S. federal laws and regulations is key to being protected from criminal charges. Importers may be liable if it is discovered that some component of their products came from a sanctioned country, was labeled with the incorrect "country of origin," or where the goods have passed through intermediate countries in an attempt to avoid payment of duties.

Protecting U.S. intellectual property rights outside the United States against misuse or infringement is a matter that frequently arises. The mere registration and recordation of a patent or trademark may not be sufficient. Enforcement action may be required through the International Trade Commission or Customs and Border Protection. Even when the enforceability of the intellectual property is clear, inspectors at the ports of entry must be educated to ensure that infringing products are seized and information about the source of the products is identified.

International Transactions
Companies also require assistance in structuring their foreign business activities (start-ups, acquisitions, joint ventures, distributorships and sales agencies) and addressing tax concerns. Thompson Coburn can help you with all transactional and tax issues arising out of your international operations.

The merger or acquisition of U.S. companies by foreign entities may raise national security concerns. Issues concerning Foreign Ownership, Control or Influence (“FOCI”) should be examined and addressed, as necessary, in advance of any closing. Ultimately, the parties to the transaction will want to make sure that all export control and security issues are mitigated to the satisfaction of the Committee on Foreign Investment in the United States (“CFIUS”) and its constituent agencies.

Political and Legislative
Thompson Coburn lawyers represent clients on legislative matters at the Federal, state, and local levels, as well as before international bodies involved in trade and transportation issues. They are experienced in developing legislative strategies, analyzing legislative and regulatory initiatives, drafting statutory and congressional report language, and crafting industry position papers on complex legal and public policy matters. Thompson Coburn has substantial experience preparing testimony for witnesses who appear before Congress and the Executive Branch. In order to achieve our clients' legislative objectives, the Firm works closely with members of Congress, their personal and committee staffs, Executive Branch appointees and independent agency officials.