Maalouf Ashford & Talbot, LLP

For the past six years in a row, Maalouf Ashford & Talbot’s attorneys have been ranked among the Top 10 lawyers in the U.S. in the areas of International Trade & Finance Law by the United States Lawyer Rankings. Maalouf Ashford & Talbot has also been named "International Finance Law Firm of the Year" in the United States for 2011. We have a full complement of lawyers in the United States, Europe and Asia who regularly advise multinational corporations and international investors on cross-border business transactions. Through our worldwide offices, Maalouf Ashford & Talbot lawyers structure, negotiate, and implement complex cross-border acquisitions, tender offers, joint ventures, private equity investments, strategic investments, and commercial contracting relationships for our clients around the world. We also handle equity and debt financing and complex project and structured finance transactions across the globe and in virtually every industry.

While clients anticipate success in a cross-border transaction, the presence of divergent legal systems, complex bureaucratic regimes, cultural differences, political volatility, and other such risks make the negotiations of viable exit strategies and the drafting of dependable dispute resolution mechanisms essential elements of this practice area. In many nations (both developing and developed), the need to be up to date on recent developments in local laws, the ability to assess local partner candidates, avoid potential corruption issues and interact with local governmental agencies are crucial factors to the success of any transaction. Maalouf Ashford & Talbot attorney are experienced in anticipating and managing the substantial complexities that all such issues bring to a cross-border investment.

International Mergers & Acquisitions

Maalouf Ashford & Talbot's International M&A lawyers are experienced in representing purchasers, sellers, financing sources, management and advisors in a wide variety of transactions involving both public and private companies, including equity and asset acquisitions of both entire companies and subsidiaries or divisions, mergers, tender offers, reverse mergers, leveraged buyouts, spin-offs, recapitalizations, roll-ups, consolidations, joint ventures and strategic investments. Our mergers and acquisitions engagements encompass virtually all sizes and degrees of complexity. Clients have included publicly traded companies, privately held and venture-backed companies, partnerships, investment funds, management groups and entrepreneurs. Our clients range in size from emerging companies to some of the largest multinational corporations in all industries.

Members of the Group assist clients with trade regulation matters before the U.S. Trade Representative, and the Departments of State, Commerce, Treasury, Homeland Security, and Defense. This representation includes counsel and advice on necessary appropriate governmental reviews and approvals and compliance with U.S. export and import laws, including the Arms Export Control Act, the International Traffic in Arms Regulations (ITAR), the Export Administration Act of 1979, the Export Administration Regulations (EAR), and other matters under the jurisdiction of the U.S. State Department's Directorate of Defense Trade Controls (DDTC), the Department of Commerce's Bureau of Industry & Security (BIS), and the Department of Defense's Defense Technology Security Administration (DTSA). We also counsel clients on country-specific trade sanctions/trade embargo regulations, and provisions of the Foreign Corrupt Practices Act and the Foreign Agents Registration Act. Members of the group have worked closely with clients to implement corporate compliance programs covering the transportation of goods, services, or technology to or from the United States.

In the area of trade sanctions, lawyers in the Group are regularly called upon by clients to provide advice on

U.S.

embargoes of countries such as Cuba, Iran, Iraq and Lybia, on U.S. and U.K. and EU terrorism-related laws and regulations, and on other U.K.,

EU and United Nations sanctions regimes. This assistance often includes advice about the operation of the embargo rules, the drafting of contracts, the preparation of license applications and the presentation to the appropriate government agencies of policy initiatives that advance the business objectives of the firm's clients.

Maalouf Ashford has a dedicated group of attorneys and professionals who handle national security reviews of foreign direct investment -- often referred to as “Exon-Florio” reviews -- administered by the Committee on Foreign Investment in the United States (“CFIUS”). The Exon-Florio amendment to the Defense Production Act provides that all mergers, acquisitions and takeovers that could result in foreign control of U.S. corporations are subject to possible governmental investigation and Presidential action if they are deemed to present a threat to national security. Furthermore, even in instances where a foreign investor may only be purchasing a minority stake, such an investment could be deemed as a dominant minority ownership that could affect any CFIUS analysis. Careful planning of any transaction involving foreign investment in a U.S. company requires consideration of whether to seek CFIUS review.

In the area of international logistics, the practice group's attorneys have broad commercial and legal experience in supply chain logistics, and have advised large international corporations with regard to all manner of contract and commercial issues arising out of the ocean and air transportation of goods. Members of the Group helped to create and continue to work with the broad-based transportation/shipper industries' Coalition for Secure Ports.

Our lawyers have substantial experience advising clients how to reduce or eliminate barriers to market access for goods and services under existing international trade agreements or otherwise how international trade obligations may affect current or future investments or operations. Lawyers in our group have advised on the removal or revision of onerous or discriminatory technical standards applicable to imported goods and the revision of licensing, investment criteria, and other regulatory provisions applicable to services operations.

Maalouf Ashford & Talbot attorneys have a wide range of experience in representing U.S. companies in structuring IPO's on foreign stock exchanges, including the London Stock Exchange's Alternate Investment Market (AIM). Maalouf Ashford & Talbot is well known as one of only a few firms in London which has a dedicated practice addressing the needs of companies seeking admission to, or whose shares are already traded on AIM. Our lawyers can act as advisor to the issuer company and its directors and shareholders in producing the POS Regs prospectus, verification and other relevant documentation under the AIM Rules. We can also act for the Nominated Advisor and Broker in connection with AIM and PLUS Markets Listings including advising on the Nomad agreement, underwriting, and other documentation. For more information on IPO's, please visit our Securities Law page.