Practice:

Corporate
International
Private Client

Eric D. Kuhn practice is concentrated on the following, mostly on behalf of parties from outside the United States (principally from Europe and Latin America):

(i)  advising strategic and financial clients on mid-market M&A, joint ventures, financings and other corporate transactions; and

(ii)  acting as “outside general counsel” to corporate groups on a range of business life cycle matters—e.g., entity formation, shareholder and limited liability company operating agreements, internal governance and employment matters, commercial arrangements with third parties (manufacturing, distribution, license and confidentiality agreements) and litigation and dispute resolution matters;

(iii) advising start-up companies on early stage and Series A and later financing rounds, structuring their international corporate structure to receive such investment and other matters such as those mentioned above; and

(iv) advising family office and other private investment clients in negotiating limited partnership agreements, limited liability company operating agreements and other investment agreements in connection with minority investments, with a focus on economic, governance and other minority shareholder/investor rights protections.

Mr. Kuhn also advises non-US individuals, transnational families and other private banking clients with regard to international tax and estate planning matters

Mr. Kuhn has lived and worked in Europe (Italy) and Latin America (Mexico and Argentina), is fluent in Spanish and Italian and has extensive familiarity and experience with the legal and business issues that arise in the international context.

Representative matters include assisting on the following: 

(i)        Transactional Matters 

  • acquisition by a strategic Italian high end design company, owned by a private equity firm, of 100% of the capital stock of a target company located in New York;
  • the shareholders (founders and PE funds) of an Italian software company in the sale of 100% of its stock to a New York-based strategic buyer
  • a Dutch industrial concern in the sale of its US pharmacap division to a US strategic acquiror
  • a U.S. based platform technology company in the renegotiation of its license agreement with a Japanese forex company
  • a French industrial group in multiple land and asset purchases in the U.S. and new markets tax credit financing transactions
  • a Spanish pharmaceutical company in its acquisition of a U.S. target company through a stock purchase transaction
  • an Italian industrial pressure pump company in its acquisition of 100% of the stock of a U.S. competitor
  • a U.S. private equity fund in the sale of a portfolio racing gear company to an Italian strategic buyer

(ii)      Outside General Counsel Matters

  • numerous European companies (in various sectors, including pharmaceutical, food and publishing) in negotiating an exit from long-standing exclusive distribution arrangements
  • numerous non-US manufacturing groups (including those referred to above) in the structuring of a U.S. subsidiary structure/sales force for direct product distribution, including advice on related tax, governance and other matters
  • an Italian illumination company in the hiring of its U.S. CEO, including preparation and negotiation of the executive’s employment agreement and advice on related litigation risk owing to the executive’s pre-existing non-competition contractual arrangements

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