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John D. Allison

Partner
+1.704.331.7434
Fax +1.704.353.3134
Mr. Allison is a partner in the Charlotte office and represents clients in a variety of complex transactions, including mergers, acquisitions, divestitures, joint ventures, and large-scale construction contracts, in the energy, finance, maritime and other industry sectors. As the operations of his clients have spread overseas, he has also been involved in international projects. Mr. Allison has experience handling international matters in over 30 foreign countries involving issues relating to the Foreign Corrupt Practices Act, U.S. export control laws, antiboycott laws, bank guarantees, international treaties and conventions, Incoterms, dealer protection laws, currency exchange controls, and other matters impacting cross-border transactions.

Professional Background

Mr. Allison served as law clerk to the Honorable Robert F. Chapman, Fourth Circuit Court of Appeals, 1991-92.

Prior to joining K&L Gates, Mr. Allison was an associate in the Washington, D.C. office of a national law firm.

Achievements

  • Best Lawyers in America, Corporate Law, International Trade and Finance Law, Project Finance Law, Mergers and Acquisitions Law, 2008-2020
  • Best Lawyers in America, 2018-2020 Lawyer of the Year, Mergers and Acquisitions Law - Charlotte
  • Best Lawyers in America, 2015 Lawyer of the Year, International Trade and Finance Law - Charlotte
  • North Carolina Super Lawyers, Business/Corporate Law, 2006 - 2009, 2013-2014
  • North Carolina Pro Bono Honor Society, 2016 (inaugural year) - present.

Speaking Engagements

  • “Behind the Boilerplate -- A Closer Look at Indemnification and Exclusion of Consequential Damages,” NC Continuing Legal Education Presentation, August 2018
  • “International Business Opportunities: Keys to a Successful Start,” Panelist, The Presidents’ Forum of Charlotte, December 2014
  • “Foreign Corrupt Practices Act: What Is It and How Not to Run Afoul of It,” North Carolina World Trade Association Export Compliance Seminar, February 2012
  • “International Business Opportunities: Keys to a Successful Start,” Panelist, The Presidents’ Forum of Charlotte, December 2011
  • “Traps for the Unwary – Legal and Contractual Issues Doing Business Overseas,” North Carolina World Trade Association Meeting, February 2011
  • “International Joint Ventures,” Association of Corporate Counsel Charlotte Chapter Meeting, October 2010
  • “International Joint Ventures,” NC Bar Business Law and Corporate Counsel Section Joint Annual Meeting, February 2009
  • “Select Legal Issues to Consider in Export Transactions,” North Carolina World Trade Association, Carolina West Chapter Meeting, July 2008
  • “Maximizing Global Partnerships,” Panelist, NC Council for Entrepreneurial Development (CED) Globalization 2008 Conference, February 2008
  • “Joint Ventures and Strategic Alliances,” NC Bar Business Law Section Annual Meeting: International Law Considerations for Corporate Counsel & Lawyers, February 2006

Additional Information

Publications
  • Doing Business in the United States: A Guidebook for Foreign Companies Operating in the United States, 2009
  • International Business Ventures: A Guidebook for Companies Operating in Foreign Jurisdictions, June 2001
  • “Selling Goods Globally and Dealer Protection Laws,” Newsletter of the North Carolina Business Association's International Law & Practice Section, October 1999
  • “Prepare for Dispute Before Signing Contract,” The Business Journal, April 1999
  • “Know Rules Before Hiring a Dealer to Sell Goods Overseas,” The Business Journal, August 1998
Mergers and Acquisitions/Joint Ventures
  • Represented one of the largest U.S. utilities in the acquisition of four project companies that were each in the process of developing a 20MW solar-powered facility in California.
  • Represented one of the largest U.S. utilities in the acquisition of a project company that was in the process of developing a 24.9MW solar-powered facility in New York.
  • Represented one of the largest U.S. utilities in the acquisition of numerous project companies that were in the process of developing, in the aggregate, more than 200MW of solar-powered facilities in Florida and North Carolina.
  • Represented a French public company in the approximately $500 million cross-border acquisition by merger of a digital customer engagement firm that provides data analytics, market research, enterprise architecture and other services. The acquisition involved numerous shareholders and optionholders in both domestic and foreign jurisdictions.
  • Represented a French public company in its acquisition of an insurance IT services firm with operations in the U.S. and India. The acquisition involved complex cross-border considerations and complex earnout provisions to drive closer alignment of the businesses of the acquired companies with that of the buyer.
  • Represented NEC Corporation, a multinational provider of technology services and products headquartered in Tokyo, Japan, in its approximately $100 million acquisition of the electric grid storage division of electric battery maker A123 Energy Systems LLC, with A123 retaining its automotive battery business.
  • Represented a publicly-traded French company in its acquisition of a division of a U.S. company providing receivables management business process outsourcing (BPO) solutions and its establishment of a joint venture for the commercial development of certain proprietary software. The acquired business was regulated in most states in the U.S. and had a presence in five foreign jurisdictions as well as the U.S.
  • Represented a French public company in acquisitions of companies in Texas and Minnesota in the software and technical support industry where in each case the majority shareholder remained an officer to continue running the operations. Each acquisition involved complex earnout provisions to drive closer alignment of the businesses of the acquired companies with that of the buyer.
  • Represented a public company in its acquisition of a manufacturer with multiple operating divisions and joint ventures in Europe, Asia and the Middle East.
  • Represented Assa Abloy, a Swedish public company, in a series of acquisitions in the entrance systems industry, including acquisitions of companies with cross-border operations.
  • Represented a public company in the acquisition by merger of a technology company in the security industry. The transaction involved multiple class of shareholders, optionholders and warrant holders.
  • Represented a public company in the acquisition of a company that manufactures fire-rated glazing products and provides related services.
  • Represented one of the five largest national banks in its staged acquisition of a leading, highly respected global investment and advisory firm through the establishment of vehicles permitting the future transfer of additional equity. The acquisition involved complex operating agreements that provided for successive changes in covenants, governance and veto rights as additional equity is acquired.
  • Represented one of the five largest national banks in its acquisition of a global investment and advisory firm based in the Caribbean.
  • Represented the shareholders of a Florida company in the food distribution business in its sale to another distribution company. The seller had operations and subsidiaries throughout the Caribbean.
  • Represented one of the world’s largest container terminal operators in establishing a joint venture with a diversified Venezuelan conglomerate in conjunction with the acquisition and operation of a large transportation facility in Venezuela.
  • Represented one of the five largest national banks in outsourcing its retail remittance processing services business. The transaction involved the divestiture of processing centers throughout the nation, where the employment of the personnel located at those sites was preserved as they were transferred to the buyer/outsourcing vendor. The document-intensive negotiations involved complex issues relating to employment matters, transition services, service level agreements, preservation of customer relationships, technology refreshes, privacy, intellectual property rights and other matters.
  • Represented a public company in its acquisition of a company in the construction industry. The acquisition involved the concurrent spin-off from the acquired company of two of its three divisions to an investor group composed of certain of the shareholders of the acquired company. The spin-off required both senior, bridge financing, and subordinated financing.
  • Represented a personnel outsourcing company in its merger with a subsidiary of a national bank. The merger required the approval of the Office of the Comptroller of the Currency and involved the conversion of multiple classes of stock and options into cash and options to acquire registered securities.
  • Represented a public company in more than 30 acquisitions over a period of a few years as part of its acquisitive “roll-up” in the equipment rental industry.
  • Represented the lead private equity company in the acquisition by multiple parties, with management roll over, of an equipment rental company. The acquisition required a series of shareholders and operating agreements, stock purchase agreement, management agreement, employment agreements and senior financing.
  • Represented a multi-national company in the drafting and negotiating of a joint venture agreement with a Canadian company for nuclear fuel handling systems.
  • Represented an engineering services company in the energy industry in a series of limited liability company joint ventures with various third parties for the joint pursuit of projects each with an aggregate value in excess of $100 million.
  • Represented a U.S. company in the drafting and negotiating of a joint venture agreement with a South African business for the purpose of pursuing South African government privatization opportunities.
Energy Construction/Procurement
  • Represented one of the largest U.S. utilities in numerous commercial ventures, including:
    • Negotiated and drafted engineering, procurement and construction agreements for the construction of transmission lines and substations throughout the southern half of Florida as part of its $25 billion investment in grid modernization.
    • Negotiated and drafted engineering, procurement and construction agreement and engineering, fabrication and delivery agreement for the construction of an LNG peak shaving facility in North Carolina.
    • Negotiated and drafted engineering, procurement and construction agreements for multiple nuclear-powered electric generation facilities in response to NRC Fukishima requirements. These agreements involved target pricing of projects that are released by the owner periodically based on an “open book” pricing development process.
    • Negotiated and drafted engineering, procurement and construction agreement for the replacement of main steam isolation valves in a nuclear-powered electric generation facility.
    • Negotiated and drafted engineering, procurement and construction agreements for 20MW solar-powered electric-generation facilities in California.
    • Negotiated and drafted engineered equipment purchase agreement and engineering, procurement and construction management agreement for its $2.7 billion 630MW integrated gasification combined cycle (IGCC) electric-generation facility. This project is a first-of-its-kind scale up of the integrated gasification technology, involving negotiations of various intellectual property licenses for this technology.
    • Negotiated and drafted engineering, procurement and construction agreement for its $2 billion 800MW supercritical pulverized coal electric-generation facility. This contract introduced novel methods to control costs, relying on “open book” pricing to blend fixed, target and other pricing mechanisms.
    • Negotiated and drafted development agreement and engineering, procurement and construction agreement for its then pending 2,200MW nuclear-fueled, electric-generation facility.
    • Negotiated and drafted engineering and construction agreement for the replacement of a 31.5MW hydro-electric generating station and strengthening of its dam.
    • Drafted form construction services agreement and form equipment design and procurement agreement for use in multi-billion dollar power plant construction project with more than 100 contractors and vendors. Negotiated terms of the same with many of such contractors and vendors.
    • Negotiated and drafted numerous agreements for the construction of a 620 MW combined-cycle natural gas-fueled, electric-generation facility with a projected cost of $660 million.
    • Negotiated and drafted engineering and construction agreements for the construction of a 620 MW combined-cycle natural gas-fueled, electric-generation facility with a projected cost of $710 million.
    • Negotiated and drafted numerous agreements for construction of flue gas desulphurization systems for retrofitting 12 coal-fired, electric-generation facility units generating 6,032 MW.
    • Negotiated and drafted construction agreement for a selective catalytic reduction (SCR) system for NOx reduction at three coal-fired, electric-generation facilities generating 4,892 MW.
    • Prepared form engineering, procurement and construction agreement, combining forms from legacy merged companies.
    • Prepared equipment purchase contracts for RFPs for gas and steam turbines, air separation units, heat recovery steam generators, selective catalytic recovery systems and other significant energy-related equipment.
    • Updated terms and conditions to its standard purchase order.
    • Provided periodic training to the purchasing group on commercial contracts and international purchasing issues, including Incoterms, export controls, customs, FCPA, UCC, international dispute resolution and letters of credit.
    • Prepared contractual legal guidelines for international purchasing.
    • Relied upon as “overflow” legal counsel to the purchasing group in the event of an unusually large volume of contracts or unavailability of in-house counsel.
  • Represented a German company in the engineering, procurement and construction of biogas-powered electric generation facilities in California. The biogas was produced from both cattle farms and wineries.
Marine Terminals and Distribution Centers
  • Represented one of the world’s largest container terminal operators in numerous commercial and transactional ventures, including:
    • Establishing a joint venture with a diversified Latin America conglomerate in conjunction with the acquisition and operation of a large container terminal facility in Latin America.
    • Development and construction of a large commercial free trade zone facility from a "greenfield" site in the Caribbean. This $290 million project involved establishing a series of joint ventures with a consortium of local business leaders, limited recourse project financing, shareholders agreements (for multiple classes of stock), design/build and turnkey contract with a French construction consortium, technology licenses, and management and operations agreements.
    • Sale of a partial interest in a marine terminal facility in the Dominican Republic and the negotiation of a related joint venture agreement.
    • Joint venture agreement with a South African business for the purpose of pursuing South African government port privatization opportunities.
    • Corporate, international, compliance, tax and real estate legal advice in connection with the development of a distribution and logistics center and business park at a 1,300 acre greenfield site in the United States.
    • Establishing a joint venture with various local partners for a marine terminal facility in Suriname.
    • Establishing a joint venture in South Africa with a local “black economic empowerment” company in order to pursue port privatization opportunities.
    • Outsourcing agreements for the maintenance and repair work for significant operational equipment, including cranes, at various ports.
    • Procurement of shore-based container handling gantry cranes and rail-mounted container handling gantry yard cranes for a marine terminal facility in South Korea.
    • Procurement of shore-based container handling gantry cranes and rubber-tired container handling gantry cranes for a marine terminal facility in the Dominican Republic.