Phelps Dunbar's international practice handles a wide variety of issues for our client base. The firm assists clients with sales and marketing or research and development operations in more than 25 foreign countries, predominantly in the developing nations of Africa, Latin America and Asia. Attorneys handle the establishment of corporate operating entities and distributors in several regions in the world. This includes the establishment of joint ventures with local government-owned companies and with private entrepreneurial businesses. In addition, the firm handles the ongoing contractual and financing transactions for these joint ventures. One of the transactions that the firm handled included the negotiation of a joint venture between a U.S. company and the National Cotton Company of Zimbabwe, Quton Seed Company, Staple Trust and the Ministry of Agriculture, to introduce insect-resistant transgenic cotton to Zimbabwe and surrounding countries in Southern and Eastern Africa. Recent joint ventures in China were among the first agribusiness joint ventures between private American companies and Chinese governmental authorities and were the first entities to introduce and commercialize genetically-modified crops in the People’s Republic of China.
In addition to joint venture companies established in China, Argentina and Brazil, the firm has been responsible for the legal work on establishing wholly-owned companies in a number of other countries, including the Republic of South Africa, Turkey, Mexico, Australia, Greece, Singapore and India, as well as distributorship arrangements in countries such as Guatemala, Paraguay, Bolivia, Peru, Indonesia, Colombia and Spain.
Legal work that the group handles includes extensive experience in negotiation of contracts for research, development and commercialization of innovative agricultural products, notably transgenic cotton and soybean seed. These products bring unique value to farmers, not only in the United States, but throughout the developing world where transgenic technology can protect plants from damage from insect pests and permit application of herbicides to control noxious weeds without damaging the crops. Phelps attorneys negotiated one of the first contracts between a developer of transgenic traits and a major seed company to commercialize these products in the United States. Subsequently, the firm's senior partner responsible for the international practice headed the negotiating teams for similar license agreements for genetically-modified cotton throughout the world, including in the People’s Republic of China, Argentina, Brazil, Australia, Republic of South Africa, Mexico, Colombia and Thailand. These products are highly regulated by bio-safety committees and agriculture ministries and require extensive knowledge of local laws, regulation and government agencies.
The broad range of our international experience also includes the ability to rapidly develop familiarity with local laws, regulations and government structures. The firm has organized teams of American attorneys and local counsel in Ex-U.S. countries, particularly local legal counsel in developing countries (where U.S. law firms do not typically have local branches). Attorneys frequently work with parallel documents in English and local languages, drafted contracts addressing conflicts of laws issues, dispute resolution and compliance with U.S. and foreign laws, including the U.S. Foreign Corrupt Practices Act and local anti-corruption statutes. In addition to contract work, the group has also overseen litigation arising from contract work in countries as diverse as the Republic of South Africa, Republic of Turkey, Guatemala and Australia, working with local litigation counsel in each case.
An attorney in the group served as a member of the Executive Committee of the I-69 Highway Coalition, which has advocated the construction of a new interstate highway from the Canadian border at Port Huron, Michigan, through the states of Indiana, Kentucky, Tennessee, Mississippi, Arkansas, Louisiana and Texas to the border of the Republic of Mexico. The construction of this highway, known as the NAFTA Corridor, was authorized by the United States Congress as part of the National Highway System Reauthorization in 1998. Significant portions of this national infrastructure project are now under construction. During work on this project, the firm interfaced with officials of the U.S. Department of Transportation, the Federal Highway Administration and Departments of Transportation in each of the affected States and Canada and Mexico. This project provides a major infrastructure linking the economies of the United States, Mexico and Canada.
Work by the group also includes the negotiation and drafting of distribution arrangements for U.S. companies in Australia, Spain, Colombia and Turkey and a dealership agreement in Peru. Attorneys have consulted on the international distributor arrangements of a U.S. corporation and prepared revised distributor agreements for worldwide use. Attorneys draft various material transfer, research, licensing, production and related supplemental agreements with entities in Bulgaria, Canada, China, India, New Zealand, Singapore, and South Africa. Attorneys have also drafted supply agreements between a U.S. corporation and a Chinese company for the manufacture of various small appliances.
Representative Matters of the International Practice
- Negotiation and consummation of a $46.8 million acquisition by a U.S. company of alternative insect-resistance technologies from a Zurich, Switzerland, company.
- Principal negotiator for world-wide licenses for genetically engineered traits for cotton and soybeans.
- Representation of a company from the Republic of Singapore in the negotiation of a research and development agreement with a French multi-national company for development of genetically-modified rice, which promises to be of significant value to enhancement of protein consumption in developing countries.
- Agricultural and oil and gas projects in the Arab Republic of Egypt, a joint venture for pineapple cultivation on Hainan Island off the coast of the People's Republic of China, manufacturing facilities in the special economic zones in China and the formation and venture capital financing of a Canadian company that is the world's preeminent supplier of genetically enhanced conifers.
- Negotiation of marine pipeline contracts in international waters including offshore West Africa.
- Representation of a client on an OPIC financing project in Yemen.
- Establishment of joint venture companies for the sale of agricultural planting seed in People's Republic of China, Argentina and Brazil, each involving infrastructural development, intellectual property licensing, governmental relations and financing.
- Legal work on the creation of agricultural seed companies and distributorships in numerous developed and developing nations, including Mexico, Turkey, Australia, Republic of South Africa, Greece, Spain, Colombia, Bolivia, Peru, Paraguay, Guatemala, Indonesia and Thailand and preparation and revision of research and development agreements in countries including Burkina Faso, Uganda, Zimbabwe and Egypt.
- Formation of a joint venture and representative office in the People's Republic of China for the sale of finished lumber products from the U.S. to furniture manufacturers and other end users in China.
- Representation of Underwriters of Lloyds of London in maritime and non-maritime insurance matter in numerous Caribbean and Latin American nations.
- Acquisition of manufacturing facilities for U.S.-based clients in Mexico and Dominican Republic.
- Representation of U.S.-based international insurer in connection with multi-million dollar property claims in Hong Kong, Guam, Republic of South Africa, Trinidad and Tobago.
- Maritime law counsel in connection with $3 billion merger of public companies.
- Representation of a foreign university laboratory in negotiation of research and development contracts with a separate country for the development of disease-resistant and enhanced rice genomics for underdeveloped nations.
- Negotiation of international vessel charters involving application of U.S. laws and the laws of other countries, including a marine dredging contract in an ice breaker location offshore northern Russia.
- Services and counsel to United States Catfish Industry in intellectual property matters related to alleged dumping of catfish substitutes in U.S. markets.
- Establishment and venture capital financing of a Canadian company, which is the world's preeminent supplier of genetically enhanced conifers.
- Preparation of contracts for oil and gas geological exploration project for the oil and gas industry in oil-producing nations, including Mexico and Egypt.