Opinions of Counsel in Cross-Border Financial Transactions
Reconciling U.S. Customary Practice with Non-U.S. Expectations; Assumptions & Qualications to Avoid Misunderstanding and Undue Risk
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide a framework for U.S. attorneys to give opinions in cross-border transactions, including enforceability, authority, choice of law, dispute resolution, no violation of U.S. law, and more. The panel will discuss how differences in custom and practice between U.S. and non-U.S. lawyers can affect these opinions, and the assumptions, exceptions and qualifications that should be incorporated.
- Differences in legal custom and practice in cross-border transactions
- Opinions frequently requested: ABA Report suggestions on how to address
- Enforceability based on “as-if” assumption of U.S. law—to be avoided
- Choice of non-U.S. law as governing law
- International arbitration: enforceability of the agreement to arbitrate
- Cross-border litigation; recognition of foreign judgments, Hague Convention
- Entity status and authority
- No breach or default
- No violation of U.S. laws
- Sovereign immunity
- No requirement to qualify to do business in U.S.
- Assumptions, exceptions and qualifications for cross-border opinions
The panel will review these and other key issues:
- In what ways might U.S. legal opinion custom and practice differ from other countries?
- What is the typical scope of a cross-border opinion; what opinions are required?
- What suggestions does the ABA Report provide regarding how to facilitate better understanding and reduce risk for the opinion giver?
J. Truman Bidwell, Jr.
Sullivan & Worcester
Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of... | Read More
Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of international asset financing, banking, structured finance and insolvency. He represents lessees, lenders, developers, owners, underwriters and equity investors in infrastructure transactions. In addition, he represents major banks, domestic and foreign corporations, investment banks, and domestic and foreign lenders in a broad spectrum of financial transactions.Close
Ettore A. Santucci
Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He... | Read More
Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions. In his active cross-border transactional practice, he regularly advises U.S. clients in outbound investments, international joint ventures and M&A, and is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.Close