Création de Société
Based on your situation, we help you select the form of legal entity that fits your needs and walk you through the process of entity formation, steps by steps. We will draft customized formation documents and work with your accountants and tax advisors to get you up and running in a matter of weeks, if not days.
Ongoing compliance with corporate governance obligations is key to maintaining a clear separation between your foreign-based parent company and your U.S. affiliate. Failing to comply and maintain that separation can create legal and tax liabilities for your business, having your affiliate potentially be treated as the foreign parent’s alter ego.
For a wholly-owned affiliate, compliance is not difficult per se. But you need to make sure that annual obligations are met and that important decisions that are taken at the affiliate level are approved and documented in compliance with your charter and applicable laws .
We can inform you of your legal obligations and help you comply with your company’s governance obligations.
Unlike in France and other civil law countries, there is no commercial code in the United States to fill in the gaps left by the silence of the parties to an agreement. As a consequence, all contractual obligations of the parties must be clearly spelled out to avoid ambiguities and disputes.
Translating your foreign templates of contracts or terms of sale is not an option: your foreign templates would likely not be understood, or enforceable, because of the differences in the laws and the fact that some legal concepts used in your country of origin do not have any equivalent in the United States, and vice versa.
Working closely with our clients to understand their business model and industry, we draft U.S. commercial agreements that allow them to achieve their commercial goals while minimizing their exposure to risks.
The United States is well-known for its unique “at-will” employment agreement system, allowing the employee and the employer to terminate the relationship with or without cause or notice. This leads many foreign entrepreneurs to assume that U.S. employment laws are simple and easy to comply with. This is far from the truth. Complying with U.S. employment laws can be extremely challenging. There are applicable laws protecting employees at the federal, state and even municipal levels. Moreover, low unemployment benefits and a weak social net encourage many disgruntled employees to file complaints against their employers or report their employers to the authorities. Discrimination claims and claims alleging failure to comply with employee classification and overtime rules are extremely common.
Employee Complaints with Federal and State Governments
It is easy, free and quick for employees to report allegations of non-compliance by their employer to the federal and state governments. A complaint can often be filed within a matter of minutes, online, on the government’s website. A complaint often leads to an investigation and a government audit of your employee records and processes.
Employee Civil Lawsuits
It is also very common for employees to bring civil suits against their employers. This is facilitated by their access to thousands of plaintiffs’ attorneys who are willing to work “for free”, on a success fee basis.
In order to minimize your exposure to governmental penalties and civil law suits, it is important that you know your obligations as an employer, put in place processes and document your compliance. We can help you manage your workforce in compliance with applicable laws and regulations.
Intellectual Property and Confidential Information
Another aspect of the employer-employee relationship that is sometimes neglected by employers is the protection of their intellectual property, confidential information and customer base. Unless you have your employees sign agreements to that effect, their inventions are not automatically owned by your company, and they are free to share your information and solicit your customers once they leave.
We can discuss with you and draft the type of agreements and policies that protect your intellectual property, customer base, confidential information and goodwill.
Purchasing an existing U.S. company or forming a joint-venture can greatly expedite the launch of your operations in the United States. In both cases, it is important that you conduct a thorough due diligence of your target or potential partner, and that you negotiate a purchase or joint-venture agreements that protect your interests.
We have experience in both asset and share deals, and in cross-border joint-ventures. We can help you structure the transaction, perform the necessary due diligence, and negotiate the deal.
AG & Food Tech