LEGAL GUIDE TO THE SALE OF GOODS IN THE U.S.
PLANNING CHECKLISTPlanning
Business Transactions
- Tax Planning
- Risk Management
- Corporate Structure
- Joint Ventures and Strategic Alliances
- Financial Planning
- Disclosure and Reporting Rules
- Real Estate
- Intellectual Property and Technology
- Human Resources Management
- Related Foreign Business Activities
- Products liability under common law: standards of care, strict liability concept, concept of "defect," liability of manufacturers, dealers and others, indemnification and disclaimers
- Federal Trade Commission rules, state and local regulations
- Unfair competition and trademark law
- Regulated industries: computers (Federal Communications Commission), electrical equipment (municipal building codes), foods, drugs, alcohol, tobacco and firearms
- Comparative and Public International Law
- Jurisdiction of U.S. Courts over foreign actions by foreign manufacturers selling into the U.S.
- Insurance: general liability, errors and omissions, products liability, intellectual property infringement, directors' and officers' liability; Year 2000 and other exclusions
Customs Issues Affecting Imported Goods
- Classification
- Special classes: antiques and endangered species
- Valuation and transfer pricing
- NAFTA and WTO (formerly GATT)
- Unfair trade practices: injury to domestic industry, dumping, countervailing duties, political sanctions
- Inadvertent contract formation under UN Convention
- Implied warranties
- Direct Sales: structuring contracts limitations on liability and remedies
- Uniform Commercial Code contrasted to U.N. Convention on the International Sale of Goods; choice of law
- Types: distributorship, franchising, commercial sales agency and statutes protecting U.S. parties
- Exclusivity, territorial scope, definition of expected performance, quotas and quota-setting, commission structures, termination notice and indemnity, choice of law and dispute resolution alternatives
- Customs duty drawback on duties paid to U.S.
- Pricing to related parties
- Export controls
- Foreign Corrupt Practices Act and other extra-territorial U.S. laws
Leasing
- Bankruptcy: reorganization plans, creditors committees by class, "cram-down" restructuring, "pre-packaged" plans
- UCC Article 2A: Personal property leasing transactions
- Special industries: railroads, aviation, computers
- Consumer disclosure rules
- Franchise development strategies
- Structuring the franchise relationship
- State and federal regulation of franchise
- State and federal regulation of "sale of corporate opportunity"
- Compliance procedures
- Antitrust
- Termination
- Regulated industries
- Bulk Sales Act: notice to creditors (repealed)
- Factoring of receivables
- Credit reporting services
- Interest and usury: choice of law, federal regulations
- Letters of Credit
- Security interests instead of retention of title
- Financing dealer inventory: field warehousing and "floor planning"
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