March 2011 - Business Law & Order - Bruce C. Thelen

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Going International – How to take advantage of the opportunities and avoid the pitfalls.

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March 2011 - Business Law & Order - Bruce C. Thelen

  1. 1. going international<br />Exports Lead the Way<br /> Bruce C. Thelen<br />bthelen@dickinsonwright.com<br />
  2. 2. The international life cycle<br />To have a successful export program, do I need a presence overseas? <br />The answer is “No, not for most companies.”<br />Exporting is often the first step in a process that may someday lead to an overseas presence.<br />
  3. 3. Getting started<br />First, assess your current strengths and weaknesses<br />in the international marketplace <br />Next, target your top foreign markets<br />Then, select and implement the best export strategy for those markets<br />
  4. 4. Your export planning checklist<br />What legal issues will I face? <br />How do I best protect my company’s interests?<br />
  5. 5. Checklist item #1 <br />Trademarks and Intellectual Property: <br />-- Be aware of ‘trademark pirates”<br />-- Outside the USA, most countries follow a “first to file” trademark rule<br />-- Patents and copyrights need attention too<br />
  6. 6. Checklist item #2 <br />Sales Representatives and Distributors: <br />-- Sales representatives solicit orders for a commission; distributors buy and sell for their own account<br />-- “Golden handshakes” at termination <br />-- Territorial restrictions and “parallel imports”<br />
  7. 7. Checklist item #3 <br />Export Contract: <br />-- Custom agreement or standard forms?<br />-- Domestic forms need review for international use (e.g., UN Convention on Contracts for the International Sale of Goods)<br />-- Terms requiring special attention <br />
  8. 8. Checklist item #4 <br />Taxes: <br />-- Generally, independent sales representatives do not create a taxable “permanent establishment” abroad under US tax treaties <br />-- If selling through affiliated foreign companies, pay attention to transfer pricing <br />
  9. 9. Checklist item #5<br />Shipping and Customs: <br />-- Delivery at your place or mine?<br />-- Clearly define responsibility for arranging shipping, clearing customs, paying duties and so on<br />-- ICC Incoterms are very useful in clearly allocating responsibility between buyer and seller <br />
  10. 10. Checklist item #6<br />Government Regulations and Product Standards: <br />-- Do US export controls apply?<br />-- US law also prohibits bribery abroad and support for the Arab boycott of Israel<br />-- Look into import restrictions and product standards in the destination country<br />
  11. 11. Checklist item #7<br />Getting Paid: <br />-- So how do I assure that I will get paid? <br />-- There are various structures that will protect buyer and seller (e.g., letters of credit)<br />-- Stay tuned for more details in the next segment<br />
  12. 12. What about services?<br />-- Exporting is not restricted to tangible goods <br />-- Service exports are a large and growing part of US export trade<br />-- How are services “exported”?<br />
  13. 13. Bon Voyage!<br />

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