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SelectUSA:
Legal Map for Indians Doing Business in the United States
© 2015 INBLF. All rights reserved
Kathy Roe
Jack RovnerAttorneys & Co-Founders
The Health Law Consultancy
INBLF’s Health Law BoutiqueChicago, Illinois USA
2October 2015
WHAT WE’LL TALK ABOUT
October 2015 3
Investing abroad for Indians
Exporting to the US
Creating a business entity in the US
Dealing with employees in the US
Intellectual Property in the US
Purchasing a US Business
Litigation in the US.
Robust business/commercial environment World’s largest unified national market
Strong market-based economy
Strong infrastructure & institutions
U.S. ECONOMY—OPEN FOR BUSINESS
October 2015 4
Healthy, stable capital markets Strong, solvent banking systems
Expansive private equity & venture capital
World-leading public equity markets
Stable, democratic political environment
World’s oldest constitutional democracy
Federalist system—dual federal/state sovereignty
Transparent law-making & implementation processes
Extensive governmental business development infrastructure, incentives & support
U.S. ECONOMY—SAFE FOR INVESTMENT
October 2015 5
Credible judicial system Rule of law based on precedent
Predictable enforcement of private contracts & commercial dealings
Protective of intellectual, real & personal property
Effective law enforcement & public safety Trained, disciplined police agencies
Local fire prevention & control
Ubiquitous public health infrastructure
U.S. ECONOMY—STABLE, PREDICTABLE LEGAL SYSTEM
October 2015 6
Overseas Investment Regulations
RBI allows investment abroad upto 400% of net worth
Pre-requisites for Overseas Investment.
Means of Funding
Entities allowed to invest.
Liberalised Remittance Scheme (LRS) for Individuals.
FOR INDIAN BUSINESSES INVESTING ABROAD
October 2015 7
Check whether product can be legally imported into USA.
Whether such product infringes on existing US Trademarks or Copyrights.
Due diligence of distributors.
Non-binding statement of terms followed by a properly drafted contract.
Contract to cover aspects of exclusivity, sub-agency, delivery terms, payment terms, minimum sales quotas (if any)
Taxation aspects- state and sometimes county/municipality specific taxes to be paid.
EXPORTING TO THE USA
October 2015 8
State-specific laws for business entities
Corporations.
LLCs
Joint Ventures- Distribution JV, Production JV, R&D JV.
One-person companies permitted
State-specific government incentives (esp. for manufacturing)
Choice of state may be determined by a mix of incentives and jurisdictional convenience
Partnerships.
CREATING A BUSINESS ENTITY IN THE UNITED STATES
October 2015 9
State-specific employment laws.
Agent, consultant, independent contractor or employee?
Employment Contract
Non-disclosure, non-compete, secrecy
Termination with cause/without cause
Confidentiality and invention assignment.
Post-employment non-compete
Non-discrimination among employees.
Withholding taxes and payroll taxes
DEALING WITH EMPLOYEES
October 2015 10
Incorporation certificates issued by Department of State, process is online and takes less than a day in New York (Fees USD 275)
Tax registration issued by State finance department in New York, process takes less than a day.
Register as an employer with Unemployment Insurance Division of State Labour Department, process takes less than a day
Arrange for Worker’s Compensation Insurance and Disability Insurance with New York State Insurance Fund
Publication of Articles of Organization and submissions of Affidavit of Publication (only for LLCs)
PROCESSES AND TIMELINES FOR NEW YORK
October 2015 11
Patents
Trademarks
Domain Names
Copyrights
Trade Secrets
Right of Publicity
IP Licensing.
INTELLECTUAL PROPERTY IN THE US.
October 2015 12
Due Diligence
Term Sheet
Stock Purchase or Asset Purchase?
Anti-Trust law aspects.
Taxation aspects
PURCHASING AN EXISTING US BUSINESS
October 2015 13
Highly litigious society.
Expensive and time-consuming
Requirement for well-drafted contracts.
Contract should permit recovery of legal fees
Pre-trial discovery
Arbitration clauses.
LITIGATION IN THE UNITED STATES
October 2015 14
United States & Canada—single practice boutiques Exceptional experience & expertise in their fields of legal focus
National coverage—chapters in major business centers (see www.inblf.com/locations)
Collectively deliver proficient legal services in all areas of law affecting business (see www.inblf.com/practicegroups)
Specialty practices not usually found at “big law” (e.g., immigration, creditors’ rights/collections)
International—independent, single-nation full-service firms Deep local knowledge of nations in which they practice
Global perspective—firms in most Asian-Pacific, European & Latin American business centers (see www.inblf.com/locations?ch=43; www.inblf.com/locations?ch=31; www.inblf.com/locations?ch=86)
Meet INBLF—INTERNATIONAL NETWORKOF BOUTIQUE LAW FIRMS (www.inblf.com)
October 2015 15
Ramesh Vaidyanathan
Attorney & Managing Partner ofAdvaya Legal, a full service law firm
with offices in Mumbai and Delhi
INBLF’s India AffiliateMumbai & Delhi, India
ADVAYALEGAL
16October 2015
Legal Map for Indians doing business in the United States
October 2015
Thank you for your time and attention