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www.klng.com
EXPLORING THE FUNDING ROADMAP – Entering U.S. Markets
Harry GrillJim O’Hare
Tom Turano
June 16, 2005
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Agenda
Introduction to K&LNG
U.S. Corporate Practice
U.S. Expansion Issues
Labor & Employment
Intellectual Property
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K&LNG currently represents or recently has performed projects for over half of the Fortune 100. 21 of the 25 largest mutual fund complexes or their
investment managers. 23 of the 25 largest U.S. bank holding companies or their
affiliates.
Ranks 28th out of the 250 largest law firm.
Has averaged 25 new M&A engagements per month in recent years.
U.S. Corporate Practice
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Nicholson Graham & Jones - K&L Merger
Extensive international resources
Substantial experience 149 IPO deals closed internationally since 1998 127 attorneys in technology field
NGJ Testimonials “...leading city lawyers who know and understand the UK
markets – Official List, AIM and OFEX...” CBI 2004 “This firm enjoys a reputation for commerciality strength,
depth and commitment… the team also maintains a track record in AIM-related work.” Chambers 2003-2004 Corporate Finance
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Discussion
Form of Entity
- Structure- Tax- Employees- Location
Employees
- Contracts- Compensation/Benefits- Intellectual Property- Work Permits/Visas- Retention Devices
Intellectual Property
- Licensing- Patent- Trade Secret- Trademark- Copyright
Finance
- Venture Capital- Bank Financing- Stock Exchange Listing
Real Estate
- Lease- Development- Finance- Permits
IT Infrastrucure
- Software Licensing- Internet Security- E-Commerce- Privacy
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Basic Employment Issues
Employee Classifications
Independent Contractor v. Employee
Determine overtime obligations by classifying employees as “exempt” or “non-exempt” under FLSA/State Wage & Hour laws
Mandatory Insurance & Reporting
Unemployment Insurance
Workers’ Compensation
New hire reporting to (state) Department of Revenue
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Basic Employment Issues
Employment Practices & Policies
Offer letters Handbooks Noncompetes/NDA’s Vacation policies Electronic communication
policies Sales commission plans
Payment of Wages: Statutory requirements
Permissible payroll cycles The definition of wages and
prohibit the forfeiture of wages Permissible vacation accrual/
paid-time-off policies When departing employees must be
paid final wages
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Intellectual Property Considerations
Need to put in place a strategy for IP protection in a market long before you enter the market
IP rules are similar across various jurisdictions - NOT identical
Depending on technology, additional protection may be available in the U.S. which is not available elsewhere: patents on algorithms patents on methods of treatment patents on business methods
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Contacts
Harry Grill (617) 261-3132 [email protected]
Jim O’Hare (617) 261-3219 [email protected]
Tom Turano (617) 261-3148 [email protected]
Kirkpatrick & Lockhart Nicholson Graham
75 State Street
Boston, MA 02109-1808
