opportunities & blind spots in international expansion

Please treat all transactions and clients' names as confidential

Think Globally (Legally)

Opportunities & Blind Spots in International Expansion

21 July 2015

http://www.taylorwessing.com/




˃ Leading international law firm˃ Tech-focused˃ 50+ Startups / Year ˃ Full-range

About Taylor Wessing


3

Taylor Wessing is a leading international law firm, working with clients in the world’s most dynamic industries. We take a single-minded approach to advising our clients: to help them succeed by thinking innovatively about their business issues.

Our focus on the industries of tomorrow has enabled us to develop market-leading expertise in: Technology, Media and Communications; Life Sciences; Private Wealth; and Energy.

The firm’s globally renowned expertise in intellectual property and technology underpins its strength in knowledge-based industries.

Taylor Wessing has more than 1,150 lawyers across Europe, the Middle East and Asia, offering an integrated service across the full range of practice areas.

We support clients wherever they want to do business. Our 26 offices around the world blend the best of local commercial, industry and cultural knowledge with international experience to provide proactive, integrated solutions for our clients.

Taylor Wessing is proud of its enviable reputation as a forward-thinking firm.

About Taylor Wessing

Partner law firms via international networksWe have a selected network of partner law firms with whom we have worked for many years on cross-border transactions and projects in all important jurisdictions.

Taylor Wessing expert teams and country groups respectively

Taylor Wessing offices

AustriaVienna I Klagenfurt*

BelgiumBrussels

China*Beijing I Shanghai

Czech RepublicBrno* l Prague

PolandWarsaw

Singapore

SlovakiaBratislava

South Korea**Seoul

FranceParis

GermanyBerlin l Dusseldorf l Frankfurt l Hamburg l Munich

HungaryBudapest

Indonesia**Jakarta

UKCambridge I London

Ukraine Kiev

UAEDubai

USA* New York l Palo Alto


Borders are being erased…



Why?

https://creativecommons.org/licenses/by-sa/2.0/http://bit.ly/1Okm6oj

https://creativecommons.org/licenses/by-sa/2.0/





> Are you ready for:– International opportunities– International challenges

Ask yourself…



> Customers> Cultures> Languages> Competitors> Regulations

In with the NEW…



> Jolly Green Giant– Original: "The Jolly Green Giant"– Arabic Translation: "Intimidating Green

Monster" > American Dairy Association

– Original: "Got Milk"– Spanish Translation: "Are You Lactating?"

> Schweppes– Original: "Schweppes Tonic Water"– Italian Translation: "Schweppes Toilet

Water"

Lost in translation…



> Foundation> Fundamentals> Funding

The F words…




> Think globally from day one– Prepare your product and business for

the future

So what's next?



> "Space...the final frontier. These are the voyages of the Starship Enterprise. Its continuing mission: to explore strange new worlds, to seek out new life and new civilisations. To boldly go where no one has gone before." – Captain Jean-Luc Picard

Wise words…

https://creativecommons.org/licenses/by-sa/2.0/http://bit.ly/1Ic5XMN





> (Your next target market)…the first of many frontiers. These are the voyages of (Your Company). Its continuing mission: to explore strange new markets, to seek out new opportunities and new customers. To boldly do what no company done before.

Your Captain's Log



> Doing business with v. Doing business in

– "On the Ground or On the Web?"

Are you INternational?



> Branch v. Subsidiary– Capital requirements– Other formalities and timing– Registered office

> Plan Properly– Overseas parent may be taxable

Setting up shop…



> Key Early Question:– The US parent?– European subsidiary? – Another group company?

Follow the money…

https://creativecommons.org/licenses/by/2.0/



> Taxes– Inter-company tax structuring agreement– "Cost plus", but remember the lower tax

rates– Interest and penalties for non-compliance– Apply sanity check

The two certainties in life…



> Immigration/hiring strategy – Certain visas need early planning– US citizens can visit Europe for 90 days

for business but not for work

Bon voyage…



> Local employment laws– Europe ≠ Employment at will– Confidentiality and IP protection

Hiring & firing…



> Granting stock options– Think about the local tax planning that

needs to be done– Local cultural differences

Stock & awe…



> Intellectual Property (IP) is critical when entering new markets

– Trademarks – Copyrights – Domain names– And more…

Protect your assets…



> Data Protection & Privacy– Openness and transparency– Data transfers to the US

> Compliance by Design– Designing your technology for global

markets

Big, bigger, & biggest data…



> Customer contracts> Website terms & content

– Text and graphics– Numeric, date, and time formats– Currency– Colors, symbols, etc.

l10n (Localization)…



> Lack of awareness of European sensitivities on privacy

– Market privacy-sensitive models/ technology

– Location of data hosting access, safe harbour etc

– Cookies and consent?

Blind spots



> Terminating distributors and sales reps– Mandatory notice periods and

compensation– Sales reps – EU Commercial Agents'

Directive– Resellers – national law issues often

override choice of non-local law– Don't go exclusive without clear early

exits Think pre-nup!

Blind spots



> Losing the brand or key domain names> Don't spend a "king's ransom" getting

back what you built!

War stories – Losing your brand



> Employing consultants - Be careful…

War stories - Consultants



> Setting up on the ground without tax planning

War stories – Tax strategy



> Keep It Simple Stu…> Choosing a complex structure at the start

– keep it simple!

War stories – K.I.S.S.



> Think EHQ/AHQ at the right time in your growth

War stories - Foresight



> Know whether you need the pros

War stories – Bring in the vets



> Across the Pond - Your Guide to the UK– Across the Pond is a concise guide focusing on the

key legal issues that US and Canadian businesses need to consider when setting up in the UK. It also includes our comments on trends and hot topics we are seeing in the market.

> Global Data Hub - Your Guide to Data Protection

– Global Data Hub draws on Taylor Wessing's international expertise to provide you with insight and guidance on data protection issues. Our in-depth analysis, news updates and events will help you navigate the minefield of global data protection law.

Handy resources

http://asp-gb.secure-zone.net/v2/index.jsp?id=2308/3081/7888&lng=en

http://www.taylorwessing.com/globaldatahub/



Mark Barron

[email protected]

650 666 8402

Kai Westerwelle

[email protected]

650 666 8403

Richard Kil

[email protected]

650 666 8404

Thank you!

mailto:[email protected]




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