U.S. vs. EU Opinion Practice in Finance: Reconciling U.S. Customary Practice With Non-U.S. Expectations
Assumptions and Qualifications to Avoid Misunderstanding and Undue Risk
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide a framework for U.S. attorneys to give opinions in cross-border transactions, including enforceability, authority, choice of law, the golden rule, misleading opinions, 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.
Outline
- 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 the 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 the U.S.
- Assumptions, exceptions, and qualifications for cross-border opinions
Benefits
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 facilitating better understanding and reducing the opinion giver's risk?
Faculty
J. Truman Bidwell, Jr.
Partner
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.
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Sylvia Fung Chin
Partner Of Counsel
White & Case
Ms. Chin is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing... | Read More
Ms. Chin is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing transactions. Clients have benefited from her experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Such clients seek Ms. Chin's advice on leases involving aircraft, oil-drilling equipment, satellites and other equipment, and in projects involving cogeneration, waste-to-energy, alternative energy, hydroelectric and manufacturing facilities.
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Ettore A. Santucci
Partner
Goodwin Procter
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.
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Elizabeth van Schilfgaarde
Managing Partner
NautaDutilh
Ms. van Schilfgaarde serves as Netherlands and Netherlands Caribbean counsel in a wide range of cross-border finance... | Read More
Ms. van Schilfgaarde serves as Netherlands and Netherlands Caribbean counsel in a wide range of cross-border finance transactions including financial restructuring, asset based lending, acquisition finance and debt capital markets transactions. She represents borrowers and issuers, as well as many of the leading international banks and direct lenders. Ms. van Schilfgaarde graduated from Utrecht University Law School in 1989 with highest honors and received her LL.M. from Harvard Law School in 1990. She joined NautaDutilh in 1996, was named Partner in 1998 and served on the firm's Steering Committee for six years, three of which as Chair. Elizabeth is currently the Chair of the firm's Opinion Committee and is and has been a leader in diversity and inclusion initiatives.
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