Market Entry and Business Development

Doing Business in the United States: A Guide for Non-U.S. Companies

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The United States offers unparalleled opportunities for growth, but entering the market involves navigating a complex legal and regulatory environment. We advise international clients on structuring, financing, and operating their U.S. businesses while avoiding common legal pitfalls.

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Market Entry Structures

We guide clients through the options for establishing a U.S. presence, including subsidiaries, joint ventures, and corporate “flips” designed to attract U.S. venture capital. In most cases, a Delaware corporation is the preferred structure due to its flexible and well-developed corporate law.

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Delaware Flip Transactions

We advise clients on Delaware flip transactions, where a non-U.S. company establishes a Delaware corporation as its new parent entity. This structure is frequently used to attract U.S. venture capital and facilitate expansion into the U.S. market.

 

Legal and Regulatory Compliance

We help companies comply with U.S. federal, state, and local requirements, including:

• Corporate – entity formation, governance, and shareholder arrangements.

• Taxation – federal, state, and local rules, treaty considerations, transfer pricing, and FIRPTA.

• Employment Law – drafting employment agreements, clarifying at-will employment, restrictive covenants, and compliance with anti-discrimination, wage, and workplace safety laws

 

Contracts and Commercial Relationships

In the U.S., “the contract is king.” We assist clients in drafting and negotiating clear and enforceable contracts with customers, suppliers, employees, and investors. Our work includes developing standard form agreements, addressing intellectual property ownership, and protecting goodwill and proprietary information.

 

Employment and Human Resources

We advise on employment policies and executive agreements, ensuring compliance with wage and hour laws, independent contractor classifications, equal pay requirements, and workplace safety obligations.

 

Risk Management and Insurance

We assist clients on insurance strategies regarding coverage for general liability, directors and officers, and contractual risk allocation.

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