Bierce & Kenerson, P.C.

Sourcing Advisor Portal: International Projects

Overview. As business becomes irrevocably globalized, executives and their in-house legal counsel require niche advisory services on the design and implementation of a global services network. Bierce & Kenerson, P.C. has assisted both globalizing service providers and customers.

Types of Roles. In such transactions, in conjunction with foreign law firms we have provided advice on matters such as:

structuring of service offerings to U.S. customers.
establishing and operating U.S. sales subsidiaries, including

international tax and corporate planning;
human resources planning and labor law;
immigration and work visas for senior executives, investors and traders;
incentive compensation structures for senior American sales executives to support foreign service delivery businesses;
corporate governance for foreign enterprises in the pre-IPO phase; and
regulatory compliance for U.S. laws and regulations governing international outsourcing.

establishing foreign sales subsidiaries for U.S. service providers.
joint ventures between U.S. service providers and foreign service providers.
structuring of outsourcing so that

the service provider becomes a service manager for a captive subsidiary of the enterprise customer, and
the enterprise customer is entitled to enforcement of SOWs and SLAs against the service manager but retains ownership of the facilities and control of the personnel performing the enterprise customers scope of work.

BOT / BOOT (build-own-operate-transfer) concession agreements between private parties, where

one party (Service Manager) sets up and operates the facilities and co-manages a dedicated workforce for the benefit of the other (Beneficiary);
the Beneficiary has the right to acquire the facilities, dedicated personnel (if not already owned by a captive of the Beneficiary) and key personnel of the Service Manager; and
at expiration, the business terms may envisage a buy-out, renewal, renegotiation or restructuring.

U.S. laws on privacy, data protection, human resource management, exports, imports, finance, taxation, bankruptcy, securities and specialized regulation of specialized services contracts.
international treaties, conventions and other sources of law.
liaison with foreign legal counsel on business planning and compliance with foreign laws, including Europe and Asia.

Liaison with Foreign Legal Counsel in Multinational Transactions. Most of our clients serve constituencies in many countries. Our outsourcing activities have led us to collaborate on matters governed by many foreign laws, including such key jurisdictions as Canada, Mexico, Brazil, the European Union, England, Ireland, France, Sweden, Switzerland, India and the Philippines. In multinational transactions, we customarily enter into attorney services agreements directly with the client and agree to provide legal advice on U.S. law and to collaborate with foreign legal advisors on issues that may need special attention. In a typical transaction, we will need to consult with foreign legal counsel to adapt a master services agreement, or local generic country services agreement, to local taxation, employment law, privacy rules, industry regulations and intellectual property rights, among other matters.

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