International Work Showcase

Cross Border Acquisitions for US Skincare Company

Dvorak Law Group served as outside corporate counsel for a leading physician-dispensed skincare company. Facing significant increasing costs related to international distribution networks, the Company looked to make changes to its existing distribution network. After extensive reviews of both the contract and specific laws within each international jurisdiction, Dvorak Law Group attorneys identified an approach to solving the problem – the Company would purchase the international distributors and establish control over their distribution network. Utilizing the Legalink network, Dvorak Law Group advised the Company as they secured experienced legal advisors in the United Kingdom, Canada, Europe, and the Middle East.

At the same time, one of the largest private equity funds approached the Company about a potential partnership. The transaction was proposed to be a majority interest acquisition by the private equity fund with the Company. Dvorak Law Group exclusively advised the Company through the entirety of the transaction.

The Company’s industry is intellectual property-focused and the parties faced unique name, image, and likeness issues. The transaction also entailed complicated transaction issues involving employee benefit/compensation, anti-trust analysis, international shareholders/distribution networks, and related pre-transaction reorganizations. Given the structure of the transaction, the M&A team at Dvorak Law Group was involved in significant negotiation related to both the rights of the minority shareholders, as well as the rights and flexibility that the private equity fund required.

Following the private equity transaction, Dvorak Law Group advised the Company on the completion of the multiple international distribution transactions as well as assisted the Company in ongoing corporate governance, contracting, regulatory, and litigation matters in each of the jurisdictions.

Cross Border Acquisitions of International Technology Company

Dvorak Law Group has served as US counsel for a number companies involved in cross border transactions with US acquirers. Dvorak Law Group has partnered with multiple members of the Legalink network on such acquisitions – mostly notably, Weightmans, LLP, a United Kingdom-based law firm.

Recently, Dvorak Law Group joined Weightmans, LLP in advising a United Kingdom-based technology company that developed a data sharing platform, which facilitates the sharing of engineering data and allows for easier accessibility/connectivity of such data. The Company also had US and Australian subsidiaries and employee/contractor relationships in Australia and Lithuania.

The Company had previously received an investment from a United Kingdom based private equity firm and the potential buyer is an industry leading publicly traded US company.  There are significant distinctions in the expectations from a private equity firm involved in a transaction in the United Kingdom as opposed to the United States. Dvorak Law Group had a significant role in navigating those distinctions and the negotiation of the Purchase Agreement related to the transaction.

The transaction involved several challenges and matters centered around international tax. Dvorak Law Group was involved in managing tax implications impacting both the Company and the buyer. The complexity stemmed from evaluating United Kingdom option schemes and related transaction compensation in relation to Section 280G of the United States Internal Revenue Code. Dvorak Law Group also lead the evaluation of US state and local sales tax regulations related to the Company’s Software as a Service (SaaS) model. and various decisions in each jurisdiction.

The transaction was a significant liquidity event for the shareholders, employees, and investors of the Company. It also allowed for the buyer to accelerate the availability of certain software tools that are used by consumers across the entire construction industry.

Cross Border Regulatory Compliance for a Digital Asset Company

The legal and regulatory landscape concerning digital assets (such as cryptocurrencies) is constantly changing as lawmakers and regulators create and update laws and regulations in an attempt to maintain pace with the ongoing evolution of the digital asset market. Operating within this constantly changing landscape in a compliant manner is further complicated by the diverse approaches to digital asset laws and regulations among the countries of the world. Given the diverse approaches, it is paramount that a company which offers digital asset products and services seek competent legal counsel who has the expertise to assist it with establishing and maintaining compliance with the applicable laws and regulations of each country in which the company intends on operating.

Dvorak Law Group, LLC, has developed relationships with Legalink firms globally, which, like Dvorak Law Group, are also working on cutting-edge legal matters (such as compliance with digital asset laws and regulations). Currently, Dvorak Law Group is leveraging these relationships to help a company that provides digital asset products and services globally through its mobile application, which is available on Apple iOS and Android devices, with vetting and engaging legal counsel in Kenya, Oman, Cyprus, Botswana, and Senegal. With the assistance of local legal counsel, the company will be able to confidently navigate the applicable laws and regulations of each of the foregoing countries, and successfully expand its operations into them.

General Counsel to International Clients and Global Companies

In its capacity as outside general counsel or local counsel to a number of different clients, Dvorak Law Group has assisted clients in a wide range of international acquisitions, multi-jurisdictional dispute resolutions, and international regulatory compliance matters.

Dvorak Law Group has advised clients on the expansion of distribution networks to Mexico and involved members of the Legalink network in Mexico related to such matters.

The firm has advised international digital asset platforms on the expansion and securities regulation of such platforms.

The firm has also worked with international clients on intellectual property matters including trademark registration and dispute matters and the resolution of software royalty matters with US based customers.

Dvorak Law Group is also actively involved in several international trade associations as well as Nebraska Department of Economic Development and has advised countless clients on the entrance into the US market through corporate structuring and related advisory services.

International Tax and Advanced Wealth Transfer Planning 

Dvorak Law Group has advised a multitude of clients with dual citizenship on sophisticated tax and wealth transfer planning matters.  Specifically, the firm has assisted a Colombian national, who had also obtained US citizenship, to implement certain advanced wealth transfer planning techniques in order to minimize the client’s US federal estate tax liability.  The firm, among other things, restructured and repositioned the client’s interest in a Panamanian-based company to provide for tax efficiencies.

International Real Estate Transactions

Dvorak Law Group has assisted numerous US clients with purchasing or selling international real estate. The firm recently worked with a Mexican-based law firm to purchase real estate for a client in Mexico through a specific real estate trust (i.e., a Fideicomiso) required pursuant to Mexican law.  The firm advised the client as to the US and Mexican tax consequences of purchasing such real estate, as well as to the ongoing and future administration of the real estate trust that was implemented.