Transactions frequently require expertise in a variety of ancillary practice areas. These range from those that are always implicated, such as tax, to legal areas that can assume a high degree of significance in the circumstances. K&L Gates has significant experience in the specific application of ancillary disciplines in a transactional setting, including in practice areas such as international merger control/antitrust, securities, property/real estate, finance, environmental, creditors’ rights, executive compensation, private equity/venture capital, insurance, intellectual property, employment and litigation. We are also experienced in coordinating ancillary aspects of transactions with clients’ in-house capabilities to avoid duplication of effort and in coordinating foreign law advice on international transactions, both from our U.S. offices and from our London office.
Creditors' Rights/Bankruptcy/Insolvency
K&L Gates represents a wide variety of clients in both formal bankruptcy proceedings and out-of-court business restructurings and workouts. We are able to advise from our U.S. offices as well as worldwide. The issues confronting a company in distress may involve strengthening management, abandoning worthless properties, structuring compromises and settlements with creditors or negotiating with lenders for new or restructured financing. We have had extensive experience in representing real estate owners, developers and contractors, and in other matters relating to debt restructuring and project finance.
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K&L Gates has been heavily involved in the restructurings and related bankruptcy aspects of many of the high-profile reorganizations that seek to settle asbestos liabilities for major U.S. public companies and their affiliates.
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K&L Gates was transactional counsel in the $255 million sale of substantially all of a debtor-in-possession’s assets to a global steel manufacturing conglomerate.
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For a publicly-held steel company, K&L Gates restructured approximately $200 million of senior bank debt and subordinated debentures and recapitalized various classes of equity.
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We restructured approximately $250 million of senior bank debt and subordinated debt and recapitalized various classes of equity for a privately-held bedding manufacturer.
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K&L Gates represented an Employee Stock Ownership Plan Trustee in the financial restructuring of a leading management consulting firm.
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Our lawyers represented major real estate co-op converters in the restructuring of in excess of $100 million of debt to more than twelve major banks.
K&L Gates has also represented numerous purchasers of assets or stock of financially-distressed companies. In purchases outside the context of a bankruptcy or insolvency case, K&L Gates assists its clients in structuring the transaction so as to avoid future difficulties if the seller should become involved in a filing. Where debtors have filed bankruptcy petitions, K&L Gates has represented purchasers of the debtors’ assets or stock in a multitude of situations and circumstances. In each case, K&L Gates structures a purchase to fit its client’s needs and expectations. Thus, K&L Gates has structured purchases ranging from substantially all of a debtor’s assets that fund a debtor’s plan of reorganization to purchases involving only a few assets. K&L Gates has experience representing both so-called stalking horse purchasers, including successfully obtaining the court’s approval for breakup and other fees should such purchaser be outbid, as well as purchasers who first bid at an auction sale of the debtor’s assets.
Please see the Bankruptcy, Business Reorganization and Restructuring practice area description for more information.
Employee Benefits/Executive Compensation
Employee benefit considerations often play a critical role in corporate transactions. K&L Gates lawyers, who are based either in the U.S. or our London office, represent buyers, sellers, lenders and other participants in corporate transactions, as well as individual executives, and are familiar with the unique perspectives of each party in the transaction process as they relate to benefits and executive compensation.
We have extensive experience in dealing with the fundamental employee benefit aspects of corporate transactions, including the assessment of employee benefit liabilities, the negotiation of the transaction terms and the development of post-transaction employee benefit strategies. We conduct due diligence reviews of the parties’ employee benefit plans and programs to assess potential unfunded liabilities, including liabilities for unfunded pension and other post-retirement benefits, withdrawals from multi-employer pension plans, delinquent plan contributions, severance pay and other executive benefits and prohibited transactions. In many instances, the liabilities are significant and may require appropriate adjustments to the transaction price or other terms.
Planning a company’s post-transaction employee benefit structure can be a complicated task. First, the compensation objectives of the company must be determined. Is a uniform compensation structure desired or are variations among business units such that each should have its own benefit programs? Also, the compatibility of the plans maintained by the buyer and seller must be determined. In the case of qualified retirement plans, coverage and discrimination rules under the tax code must be considered. Areas in which economies of scale or other cost savings can be realized must be examined. We regularly counsel clients with respect to post-transaction compensation strategies, including the restructuring and termination of unwanted or inefficient benefit plans.
In the context of spin-off and other transactions, where the circumstances require it, we structure benefit plan transition services agreements under which the former parent company agrees to provide benefit plan services or lend employees to the spun-off former subsidiary or other former business unit for a specified period of time following the transaction.
Executive compensation issues in corporate transactions present unique and difficult challenges. From the perspective of the target company, retention of key executives is a fundamental concern. We design change in control, severance and stay bonus arrangements to keep target company executives committed throughout the acquisition process. Equity compensation arrangements for executives, such as stock options and restricted stock, are widely used as incentive and retention tools. We regularly deal with the complex tax, accounting and securities law issues that often arise with respect to the treatment of equity compensation programs in the acquisition context.
Please see K&L Gates' Employee Benefit Plans/ERISA practice area description for more information. Information on our Executive Compensation practice also is available.
Employment
When selling or acquiring a business, a company is faced with numerous employment issues. K&L Gates employment lawyers are experienced in representing businesses across a full range of corporate transactions. We have specialist employment lawyers in our U.S. offices as well as in our London, German, and Asian offices.
Where there are unions that represent employees in the business being sold, K&L Gates reviews the collective bargaining agreements to determine whether there are “successor” liability provisions that could impact the transaction or future business plans. If so, we engage in strategic planning with the company to chart a course best suited to achieve its ends and to avoid problems. At times, this involves negotiations with the union and, at other times, this involves resisting a union’s efforts to enjoin the sale or to force an escrow of a portion of the sale proceeds to satisfy a possible claim against the seller by the union.
K&L Gates lawyers review the selling company’s personnel policies to evaluate whether any unexpected problems might be encountered such as liability for severance pay or for disclosing confidential personnel files to the buyer. When any obstacles are found, we assist the company in revising the policies before the transaction or otherwise in finding acceptable ways to live within the policies.
From the buyer’s perspective, K&L Gates employment lawyers engage in due diligence of the seller’s employment policies and practices, pending administrative and court litigation, agreements with unions and grievances. We counsel buyers concerning their rights and obligations to the seller’s unions; in some cases, we assist buyers in asset acquisitions in opening the new operations union-free while, in other cases, we negotiate new agreements with the existing unions.
If the transaction is one to which the UK’s TUPE regulations may apply, we advise on whether that is so and the impact of TUPE on the transaction, especially as regards informing and consulting with employee representatives. Whether we are advising buyers or sellers, K&L Gates ensures that clients have the appropriate safeguards in place by careful drafting of warranties and indemnities.
Some U.S. transactions implicate the U.S. Worker Adjustment and Retraining Notification Act or comparable U.S. state or municipal laws. K&L Gates lawyers assess the applicability of such laws and, where necessary, draft the notices and conduct negotiations with employee representatives.
In many transactions, issues of non-competition, confidentiality and/or trade secret provisions are present. In addition, hiring of the selling company's employees by the buyer involves issues of personnel file confidentiality as well as existing or desired employment agreements. K&L Gates lawyers draft or assess such provisions or agreements and work creatively with our clients to fashion and negotiate mutually agreeable provisions to protect our clients' intellectual property and other financial interests.
K&L Gates’ employment practice has included representing buyers and sellers of businesses throughout the U.S., the U.K. and globally. As always, our goal is to provide prompt, clear guidance to our client so that its business goals can be achieved.
Please see K&L Gates' Employment and Labor practice area description for more information.
Environmental
For over four decades, K&L Gates has engaged in the practice of environmental and natural resources law, including the environmental aspects of M&A transactions. Our experience in serving large and small clients, both in the United States and in the United Kingdom, is built upon innovation and a “think outside the box” approach to tough problems. The breadth and depth of that experience has been recognized by a wide array of clients who have come to K&L Gates from across the United States, the United Kingdom, Europe and Asia for counseling and representation on difficult environmental challenges.
Long before it was fashionable, K&L Gates was involved in the United States in structuring transactions involving the purchase, sale and redevelopment of industrial and contaminated sites, and businesses with involvement at such sites. K&L Gates environmental lawyers were at the point in some of the most successful “brownfields” projects, the rejuvenation of idle steel plants, and the development of facilities to turn abandoned mountains of coal waste into energy and reclaimed landscapes. K&L Gates lawyers have, in more than a metaphorical sense, “written the book” on addressing the challenges of negotiating and closing transactions involving brownfields in the U.S. (See Structuring the Brownfields Transaction—Ch. 6, “Overall Structure of the Transaction,” and Ch. 7, “Negotiating Transactional Agreements,” in Brownfields Law and Practice (Matthew Bender, 1999, 2003) and Ch. 5A, “Environmental Due Diligence,” in Environmental Law Practice Guide (Matthew Bender, 2002, 2003).
In approaching the environmental aspects of any transaction, our goal is to understand the whole environmental problem—and find the most practical solution. The K&L Gates environmental law team brings first-hand knowledge gained from former leadership positions in environmental agencies, along with engineering, technical and other relevant backgrounds.
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K&L Gates counseled the purchaser of a former electronics manufacturing facility, including working through a complex brownfield process in Rhode Island.
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K&L Gates represented the buyer of a former defense plant in New York facing multiple environmental challenges, including negotiation of a long-term remedial action consent decree.
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We advised the owner of a designated Superfund site in the successful sale and redevelopment of the site for educational and recreational facilities.
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K&L Gates provided environmental counsel to a major utility company in a $1.7 billion exchange and sale of multiple coal, gas and nuclear electric generation facilities.
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We counseled an energy project developer through the acquisition and redevelopment of multiple industrial brownfield sites for new state-of-the-art power facilities, involving investments in excess of $1.5 billion.
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We advised a German-based multinational manufacturer on the environmental aspects of the acquisition of multiple glass and specialty manufacturing businesses in various states.
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K&L Gates lawyers handled all environmental aspects, including due diligence and negotiations, for the sale and purchase of specialty chemical facilities.
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We structured a phased transaction to allow for the acquisition of a contaminated chemical manufacturing site, permitting sufficient time for working through remediation under a newly-adopted state brownfield program.
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For a major independent energy company, K&L Gates acquired more than a dozen fossil fuel and hydroelectric plants, with a combined value in excess of $1.7 billion.
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We counseled a multinational client through all aspects of a complex sale of metal smelting and reclamation facilities in several states, with the buyer hiring the client’s subsidiaries as post-closing contract operators of those facilities.
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We have advised several commuter railroads in the acquisition of operating lines from existing freight railroads, including the negotiation of arrangements for handling past and future environmental liabilities.
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K&L Gates guided a former nuclear fuel processing facility through federal and state decommissioning and cleanup processes in preparation of potential reuse and redevelopment of the site.
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K&L Gates represented the Fortune 500 seller of a major electronics components business in Texas, where the business was co-located with another business retained by the seller, requiring creative structuring of environmental systems separation arrangements and complex air, water and other permitting issues.
Please see K&L Gates' Environmental practice area description for more information.
Intellectual Property
The intellectual property lawyers within K&L Gates have a wide range of experience in handling the intellectual property issues that arise in connection with our transactional practice. We have over 100 intellectual property lawyers located in thirteen of our offices (including London, HOng Kong, and Berlin) who practice in all aspects of intellectual property protection, licensing and litigation.
Because we practice daily in the preparation and prosecution of patent applications and regularly prepare opinions on patent validity and infringement, we are well-versed in the important issues in dealing with patent assets in connection with transactions. Our lawyers also practice regularly in trademark clearance and prosecution on a worldwide basis, which provides us with substantial expertise in the scope and enforceability of trademark assets. We are experienced in the protection and exploitation of copyrights and trade secrets, both in the U.S. and the U.K. and worldwide.
In handling a wide range of transactions involving intellectual property for our clients, we have found that many businesses do not have a complete picture of their registered intellectual property, or even sources of unregistered intellectual property, before the process begins. Our intellectual property lawyers are frequently involved in due diligence activities to identify and locate intellectual property assets, and to place them in proper condition for transfer. We are often called upon to advise on patent and trademark validity and infringement issues connected with transactions. We assist in documentation by defining the relevant intellectual property and providing for its effective transfer, and drafting and negotiating appropriate representations and warranties. If litigation is involved or threatened, our intellectual property lawyers are experienced in considering the merits and structuring solutions.
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K&L Gates documented the transactions providing for the acquisition of hundreds of intellectual property assets for two of our clients, and then took responsibility for their continued prosecution and maintenance.
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Our lawyers extensively evaluated the intellectual property assets and potential risks in a proposed transaction in the petroleum industry.
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We conducted an intellectual property audit in anticipation of due diligence functions for a high-technology manufacturing concern.
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We performed an extensive patent validity and infringement analysis in connection with a transaction in the telecommunications industry.
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Our lawyers advised in connection with a patent portfolio relating to low-voltage power supplies in support of a proposed acquisition.
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We evaluated the enforceability of trademark rights in an international transaction involving consumer health products.
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K&L Gates structured and documented the intellectual property relationships concerned with a new Internet venture in the health and beauty industry.
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Our lawyers advised concerning the trademark portfolio of a major clothing brand and documented the transfer of the assets.
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We drafted software development and license agreements which were fundamental to a newly formed software company.
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We created license and development agreements for groundbreaking technology in the heavy equipment industry.
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We evaluated the scope of protection of biotechnology inventions in support of extensive licensing activities.
Please see K&L Gates' Intellectual Property practice area description for more information.
International Merger Control/Antitrust
K&L Gates has extensive experience with the antitrust and competition issues raised by all varieties of corporate transactions, including asset acquisitions, mergers and the initiation of joint ventures through the formation of new entities or through contractual undertakings. We are able to advise on U.S., U.K. and international issues.
Employing knowledge of the common principles of industrial organization economics that underlie most merger control regimes, K&L Gates lawyers routinely evaluate the necessity for merger filings and coordinate the content of the filings to prepare for a cohesive litigation strategy should a challenge to a transaction materialize. K&L Gates’ transaction-related international merger control/antitrust practice includes preparation of U.S. federal merger notifications, preparations of EU and U.K. merger notifications, explanatory meetings with U.S. state attorneys general and coordination of notifications in territories where K&L Gates is not present.
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Over the last ten years, we have served as antitrust counsel to a world leader in environmental services in 31 transactions involving numerous countries with values totaling approximately $12 billion, including approximately $700 million in 2004.
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K&L Gates coordinated the U.S., German, Australian and United Kingdom filings for the purchase of a diversified manufacturer.
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K&L Gates prepares an average of approximately 50 Hart-Scott-Rodino filings annually.
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K&L Gates has made numerous recent filings with the European Commission and the U.K.’s Office of Fair Trading.
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In addition to making the necessary Hart-Scott-Rodino filings, K&L Gates coordinated the Swedish, Canadian and German filings for a manufacturer of pumps, precision valves and gas springs.
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K&L Gates coordinated merger filings for a leading U.S. security equipment firm in Brazil, the Czech Republic and Finland.
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K&L Gates prepared the United States merger filings and coordinated the filings in Ireland and Germany for the sale of a high tech contracting firm.
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K&L Gates advised Canadian counsel regarding the U.S. merger notification requirements for their Canadian client and prepared the necessary Hart-Scott-Rodino filings.
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K&L Gates counseled an Austrian firm regarding the filings required in connection with the formation of a joint venture with an Italian competitor.
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We represented one of the largest U.S. national banks in its domestic and foreign filings in connection with its $6.7 billion acquisition of a securities brokerage firm.
Our lawyers work with clients and, when necessary, outside economists to develop the legal and economic theories necessary to relieve authorities’ competitive concerns. Moreover, K&L Gates works with its clients to develop the evidence necessary to persuade the enforcement authorities that its clients' proposed transactions are consistent with continued competition.
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The Australian Competition and Consumer Commission voiced competitive concerns regarding a tender offer by K&L Gates’ environmental client and sought assistance from the Antitrust Division of the United States Department of Justice to pursue a coordinated challenge to the transaction. K&L Gates worked with Australian counsel to marshal a consistent expression of the contours of the relevant product market and the intensity of the competition therein so as to overcome the competitive concerns of both agencies.
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In a highly concentrated segment of the chemical industry, K&L Gates developed extensive customer affidavits that provided factual support for our economic experts’ theories regarding why prices would not increase notwithstanding a significant increase in concentration. This combination of facts and theory obviated the issuance of a Second Request under the Hart-Scott-Rodino Act.
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K&L Gates worked with its chemical industry client to articulate for the reviewing authority the factual and economic bases for the client’s concern with a competitor’s proposed transaction. The resulting scrutiny by the agency caused the client’s competitor to withdraw the transaction.
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K&L Gates and its client assembled the necessary information to prompt the U.S. Department of Justice and the U.S. Department of Defense to terminate the agencies’ preliminary investigation regarding an aerospace transaction, permitting the transaction to proceed on schedule.
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In connection with the merger of two large U.S. hospitals, K&L Gates lawyers met with representatives of a state attorney general for the purposes of explaining why a competing hospital’s objections to the proposed merger were unsound. The attorney general’s office concluded that the proposed merger was in the best interests of competition.
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Following the European Commission’s decision to require a major U.S. conglomerate to divest part of the European medical products business it had acquired, K&L Gates successfully persuaded the Commission that our client was an appropriate purchaser of that business.
Please see the Antitrust & Competition practice area description for more information.
Property/Real Estate
K&L Gates property lawyers work closely with our transactional lawyers to address the real estate issues presented in M&A transactions. Most K&L Gates real estate lawyers have broad training and experience in business transactions and therefore understand and are sensitive to the larger issues involved in mergers and acquisitions. This helps to ensure that the conveyance of property is accomplished quickly and efficiently within the limitations and framework of the overall transaction.
Further, entity structuring to mitigate tax liability means that properties are increasingly held in sophisticated corporate structures, so that the acquisition and disposal of real estate now often entails the use of an integrated team of lawyers drawn from M&A and real estate practice areas.
Property issues frequently present significant challenges to the timing of transactions since resolution often depends on the actions of third parties such as landlords, title companies, surveyors and governmental officials. K&L Gates’ property team understands the need to move quickly to accomplish the client’s real estate goals, and routinely calls upon relationships with surveyors, appraisers, title companies, environmental consultants and other real estate professionals to complete due diligence reviews and coordinate the real estate aspects of M&A transactions. Our property lawyers also work closely with our environmental team to structure creative approaches to dealing with contaminated properties and closely with our tax lawyers on all structural and transactional issues.
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We handled fee conveyances and lease assignments, including landlord consents and estoppel certificates, to transfer real estate assets from a parent corporation to a semiconductor manufacturing subsidiary in connection with the public offering of 18% of the subsidiary’s equity and subsequent tax-free spin-off of the remaining shares.
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We reviewed numerous leases for distribution facilities for the purpose of preparing due diligence summaries, reviewing consent requirements, obtaining landlord consents and estoppel certificates and accomplishing the transfer of the leasehold interests to the purchaser.
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K&L Gates represented the purchaser in a significant corporate acquisition in disposing of excess real estate assets acquired in the transaction, including sales, lease terminations, lease assignments and subleases.
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K&L Gates recently represented the purchaser of two steel manufacturing and processing plants in acquiring only the portions of the plants containing active operations. This required the creative use of subdivisions, access and utility easements, planning/zoning variances and restrictive covenants to separate the plants into acquired and retained properties, which enabled the purchaser to acquire only the operating assets and to leave behind parcels containing former waste disposal areas or closed operations.
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We managed on a fast-track basis the acquisition of numerous properties used in the seller’s waste disposal business, including title review and cleanup, survey, planning/zoning and environmental reviews and the negotiation of mortgages and other security interests in connection with the acquisition financing.
Please see K&L Gates' Real Estate practice area description for more information.
Securities
K&L Gates engages in an extensive securities practice for our publicly-held and other corporate clients, including in the context of our transactional practice. We regularly handle the securities aspects of transactions for acquirors and target companies, including preparation of securities filings which are required in the U.S., such as registration statements, proxy statements, tender offer documents, Schedule 13D filings and Section 16 reports. We also advise in respect of U.K. securities laws. We advise clients in connection with the financing of transactions and have prepared simultaneous public debt and equity offerings for clients engaged in mergers and acquisitions transactions. We also have substantial experience with the securities aspects of corporate control transactions, including tender offers, going private transactions and proxy contests.
We advise clients on all aspects of private placements in share-for-share transactions, including acquisitions of privately-held companies by publicly-held companies, and on equity investments in both private and publicly-held companies. Our role has included the preparation of private placement materials, shelf registration statements for so-called hybrid public/private transactions, and secondary registration statements for restricted securities received in a private placement transaction. We have also represented issuers as well as purchasers in so-called PIPES transactions.
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K&L Gates represented a publicly-traded specialty finance company in a management-led going-private buyout funded by Lehman Brothers.
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K&L Gates represented a major integrated steel producer in concurrent registered and municipal debt exchange offers valued at approximately $225 million, which represented a critical component of its restructuring plan.
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We represented a listed diversified manufacturer of engineered industrial products in the spin-off of its building products subsidiary and a contemporaneous share-for-share acquisition of a subsidiary of a listed U.K. company by the spun-off company, and in its negotiated cash tender offer for a publicly traded designer and manufacturer of electronic components and advanced systems used in space and communications applications.
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K&L Gates represented a listed coal producer in a $500 million merger transaction that also involved an initial public offering of the surviving company.
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K&L Gates represented an organic and natural food company in a going private transaction and a subsequent refinancing by a private equity fund.
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We represented a producer of ion implantation equipment used in the fabrication of semiconductors in its $350 million initial public offering and its subsequent spin-off from its NYSE-listed parent corporation.
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K&L Gates advised the Special Committee of the Board of Directors of a specialty steel manufacturer in a $113 million going-private transaction.
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K&L Gates represented a publicly-traded manufacturer of optical networking and Internet infrastructure products and components in its ongoing acquisition program in the United States, the Republic of China and Israel, including the financing of the acquisitions through registered and privately placed debt and equity offerings.
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We acted as sole outside counsel to a NYSE-listed stainless and specialty steel producer in a variety of transactions such as its $5.0 billion business combination with another NYSE company, its stock-for-stock acquisition of a NYSE titanium producer valued at $600 million, its takeover contest of a large steel producer, and its tax-free spin-off of two subsidiaries.
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K&L Gates represented a corporation in its conversion to a bank holding company and its acquisition of a bank via a cash tender offer.
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We represented an AMEX-listed first-run motion picture exhibitor in its $160 million cash election merger with an NYSE-listed entertainment company.
Please see K&L Gates' Securities practice area description for more information.
Tax
K&L Gates tax lawyers advise U.S., U.K. and international clients on a variety of tax and business matters, including planning, negotiation and implementation of mergers, consolidations, acquisitions and dispositions, complex tax-free spin-offs, public and private offerings, leveraged buyouts, joint ventures, reconstruction and demergers, partnership allocations, exchanges and redemptions of equity and debt securities, refinancings and restructurings, funds and unit trusts. We often render legal opinions on such transactions and have extensive experience in obtaining private letter rulings from the U.S. Internal Revenue Service National Office and rulings and advance clearances from the U.K. Inland Revenue.
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We structure tax-free reorganizations and taxable asset and stock purchases, including tax planning under the consolidated return rules.
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K&L Gates represents clients with respect to leveraged buyouts and transactions involving the creative use of ESOPs.
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We structure spin-offs for Fortune 500 companies and obtain private letter rulings from the IRS National Office regarding tax-free treatment of such spin-offs.
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We negotiate tax warranties, tax indemnities, tax sharing and allocation agreements, and other tax-related terms of mergers, acquisitions, spin-offs and restructurings.
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We structure complex domestic and foreign partnerships, funds, joint ventures and “check-the-box” entities and property investment vehicles.
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K&L Gates counsels clients with respect to public offerings of debt and equity securities (including structured financial products such as DECS, TRACES, TOPRs and PRIDES) and “going-private” transactions.
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We advise clients on complex tax planning transactions, including the use of liquidations, stock redemptions, stock options and convertible notes.
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We advise clients on tax accounting matters, including capitalization and amortization of intangibles, changes in methods of accounting and “mark-to-market” rules.
International Tax Practice
Our lawyers have worked on various international tax planning strategies and transactions. We counsel our clients on international tax consequences of cross-border acquisitions and dispositions of businesses, dual consolidated losses, the maximum utilization of foreign tax credit, Subpart F taxation, transfer pricing, the FPHC and the PFIC rules, sourcing of income and the FIRPTA rules. We also advise clients on the appropriate tax treatment of payments received under international consulting, manufacturing, leasing and licensing arrangements and on the use of the U.S. income tax treaty network with other countries. We have advised clients in connection with the expansion of their businesses into Canada, the European Union, Japan, Hong Kong, Switzerland, Turkey, India, Indonesia and the Russian Federation.
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We counseled on a major restructuring of a Canadian-based company's international operations that consolidated its activities under a U.S. holding company.
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K&L Gates advised a major sports league on the most tax-efficient and flexible manner for it to undertake in international expansion efforts.
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We advise U.S. clients on cross-border financing, including international tax consequences of swaps, caps, collars and equity-linked derivatives.
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We structure offshore oil and gas extraction and production joint ventures.
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K&L Gates worked with a German-based manufacturer and distributor on the utilization of a U.S. entity to minimize German tax.
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Our lawyers advise several investment companies and banks regarding the tax consequences of investing in “emerging markets.”
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We counsel clients on transfer pricing issues and issues involved in satisfying “contemporaneous documentation” requirements, including negotiating, preparing and obtaining Advance Pricing Agreements and the utilization of Competent Authority procedures to resolve transfer pricing issues.
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We obtain U.S. certifications and other documentation for U.S. and non-U.S.-based clients in order to utilize the reduced withholding rates under income tax treaties.
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We advise on cross-border VAT issues.
U.K. Tax Practice
In London, K&L Gates tax lawyers also advise on questions of stamp duty and value-added tax and employee share incentives and remuneration planning at all stages of a corporate transaction.
State and Local Tax Practice
K&L Gates lawyers work with clients to solve various state and local income, franchise, transfer, intangibles, sales and use, and property tax matters. We have extensive expertise with respect to planning transactions intended to minimize our clients’ state and local tax burdens, such as, for example, the use of out-of-state holding companies.
An increasing number of our clients seek our advice on multi-state apportionment of income issues as state income tax burdens become more significant and state income tax authorities become more sophisticated. We advise clients with respect to state income tax audits in Pennsylvania, California, Massachusetts, New York, New Jersey, Virginia, Maryland and the District of Columbia. We also represent our clients in audits, appeals, collections and tax litigation, including class action representation.
Please see K&L Gates' Tax practice area description for more information.
U.S. Government Contracts
The federal government is one of the largest purchasers of products and services in the United States. In many acquisitions, a portion of a target’s existing contractual obligations may involve the U.S. federal government. U.S. federal (and indeed state and local) government contracts may contain a variety of provisions that, for example, define a private party’s rights in related technology, or require ongoing compliance obligations and carry attendant financial risks if those obligations are not met. Moreover, U.S. federal law generally prohibits the assignment of contracts with the U.S. government unless special legal requirements are met.
K&L Gates lawyers are well-versed in reviewing and resolving such issues in transactional settings. In many transactions, we assess the obligations and liabilities associated with existing public contracts in the areas of disclosures, pricing, compliance with socioeconomic provisions, cost accounting and the like. As appropriate, we work to ensure that the transactions properly reflect and account for these prospects, and, equally important, assist in enabling successor entities to properly fulfill those obligations.
In related efforts, K&L Gates lawyers analyze the issues associated with assignment of government contracts and, as necessary, draft and negotiate agreements that facilitate government consent to an assignment when that consent is required.
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We advised one of the United States’ largest technology companies on the risks associated with the acquisition of a small research and development operation with projects funded almost exclusively by the U.S. federal government and the Commonwealth of Pennsylvania, and structured the transaction to minimize risks of successor liability for those public projects.
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We created a specialized guaranty agreement to encourage a U.S. federal agency to recognize the assignment of its contract to purchase medical devices to a successor in interest following an acquisition, without the execution of a more complex agreement.
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Our lawyers counseled a company on the intellectual property rights it would acquire in an acquisition of a government contractor and the remaining rights that the U.S. government would retain.
Please see K&L Gates' Government Contracts and Procurement Policy practice area description for more information.