NYSBA SPRING 2005 | VOL. 10 | NO. 1 New York International Chapter News A publication of the International Law and Practice Section of the New York State Bar Association
A Word From Our A Word From Our Immediate Past Chair New Chair
It has been my privilege to Honored and Impressed. have served as Chair of the The first is what I am to be International Law and Practice selected Chair of one of the Section for the past year. I best and most active sections in believe that it has been a pro- the New York State Bar Associ- ductive one in most respects. I ation. The second is what the am especially pleased by the lawyers in New York State and success of the Fall Meeting in around the world are by the Santiago described and pic- members of our Section and its tured elsewhere, our Canadian activities. initiative (including the Execu- Coming off a spectacular tive Committee Retreat in Mon- November 2004 meeting in Santiago de Chile, where we treal, the IL&PS panel at the Barreau de Quebec annual exchanged ideas and mingled with lawyers from almost meeting in Quebec City, the ongoing discussions with every South and Central American country, our Section the Law Society of Upper Canada and the recent Cana- followed up with another terrific substantive program dian Program at the recent IL&PS Annual Meeting), at the NYSBA’s and our Section’s Annual Meeting in and the recognition of the Section’s efforts in recent New York City at the end of January. Among other ben- years by President Standard’s creation of the Associa- efits, the Santiago meeting resulted in increased mem- tion’s Committee on Cross Border Legal Practice, all of bership in the Association and the Section, pushing our whose members also are members of the IL&PS. Section over the 2,000-member mark. The meeting also
(Continued on page 2) (Continued on page 2) Inside A Word From Our Immediate Past Chair...... 1 United States ...... 19 A Word From Our New Chair ...... 1 United Nations ...... 20 Our Co-Editor ...... 3 Firm News ...... 23 IL & P Country News Member News...... 23 Argentina...... 4 Event News ...... 24 Brazil...... 8 New Section Members ...... 44 Chile ...... 11 Jordan ...... 13 Section Committee Officers, Chairs and Chapter Chairs ...... 48 Pakistan ...... 15 A Word from Our Immediate Past Chair Officer or the Meeting Chair in Rome. It has been a (Continued from page 1) rewarding year for me personally and, I hope, for the Section. There also are a number of areas where I continued the efforts of my predecessors as Chair, but where more Paul M. Frank, Immediate Past Chair needs to be done. These include the creation of new Alston & Bird LLP substantive law and regional law Committees, as well New York as the appointment of new Co-Chairs of those and existing Committees, and the creation of new Chapters in areas of the world of interest to New York lawyers A Word from Our New Chair and the appointment of Co-Chairs of those Chapters. (Continued from page 1) Similarly, the already impressive activities of the Women’s Interest Networking Group and the Section’s renewed interest in our existing Chapters, and the membership efforts need to be expanded, not only to addition of new Chapters throughout the Americas. attract more women and younger lawyers to the IL&PS, but also to keep the Section’s number of members Before you continue reading, I want to take this above 2,000, thereby entitling the IL&PS to three Dele- opportunity to thank Paul Frank of Alston & Bird, LLP gates to the NYSBA House of Delegates. for his outstanding job as Chair over the past year. His tireless efforts, high energy and enthusiasm for our Sec- We have been fortunate that members of the Section tion, our members and our activities made our success- have come forward to propose new committees, such as es in 2004 possible. His is a hard act to follow and I am on International Privacy and Entertainment Law, as glad to know that he will remain active in our Section well as on South Asian and Middle Eastern Law. Simi- and available to advise all of us. larly, new Chapters have been created and Co-Chairs appointed in cities or countries from Brussels to Pak- This fall, our 2005 Seasonal Meeting will be held in istan to Greece and to several cities or countries in both London from October 18–23, in cooperation with the Central and South America, the latter development as a Law Society of England and Wales. The theme will be result of the large Latin American participation in the “Cross Atlantic Legal Practice in a Time of Global Santiago meeting in November. Seizing upon the Change,” and the meeting will be held at the Law Soci- opportunity presented, several of the Officers and the ety’s Headquarters on Chancery Lane in the heart of International Division Vice Chairs have been engaged “Legal London.” In addition to the substantive pro- since the meeting in selecting Co-Chairs for Chapters, grams, there are planned social events where you will both existing and newly created, for all of the Latin be able to meet your fellow Section members and the American countries. I know that process will continue solicitors and barristers of the Law Society. I, for one, under my successor as Chair, Bob Leo. am already practicing the “Queen’s English.” I am less certain about the revival of the Interna- In addition to these meetings, our Section continues tional Intern Program started several years ago, not to be involved in many important issues that affect our because of any lack of interest on the part of the Section practice and more importantly, the individuals and or the students, as we have received over 100 applica- companies that rely on lawyers, our clients. This is only tions each time. However, there are logistical problems possible through the hard work of our members and involved and the reality that many of the firms likely to committees, and the leadership of past Chairs, dele- be interested in hosting such students operate their own gates, Officers and Program Chairs. Members of our intern programs. However, the large number of stu- Section have been U.N. Election Observers and are dents attending law schools in New York who are inter- advisors to our and other governments. Members have ested in the practice of international law and the earlier also studied and lectured here and abroad on the extra- mutually beneficial results of the IL&PS Internship Pro- territorial effect of U.S. laws, like the “Patriot Act” and gram indicate to me, at least, that the Section should the international and ethical impact of “SOX,” the Sar- renew that effort. banes-Oxley Act affecting public entities. Lastly, I want to thank all of the Officers, the Meet- Our Section is also proud that NYSBA President ing Chairs, the Executive Editors and Editors of the Sec- Ken Standard takes a great interest in our activities, tion’s publications, the Past Chairs and other Members and building on the previous work of Section members, of the Executive Committee, the Committee and Chap- appointed a new NYSBA committee, the Committee on ter Co-Chairs and many others too numerous to list, Cross-Border Legal Practice. That committee is com- except one, our Section’s NYSBA staff liaison in Albany, prised of our Section members, including former Linda Castilla, for their assistance and support during Chairs, and is studying practice eligibility and admis- my year as Chair and over the years I was either an (Continued on page 22)
2 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Our Co-Editor
This newsletter is always a Chair and Paul Frank, 2004 Section Chair. I want to terrific means for our Section to thank them both for their commitment in making this share the knowledge and infor- year’s meeting such a success. mation that we as a group pos- And speaking of Paul Frank, I would like to thank sess. As part of the global vil- him for presiding so capably over our Section as Chair lage, it is important to stay in 2004. I look forward to being able to call on him abreast of the developments when his sage advice is needed. I also wish to congratu- that affect our practices late Bob Leo on his new role as Section Chair. throughout the world. As far as my role as Co-editor, I continue to be Being the co-editor of the impressed by the many articles submitted to this publi- New York International Chapter cation, providing us with information on laws from News allows me the opportunity to develop relation- countries around the world. In this issue you will hear ships with legal practitioners in many countries that from Argentina, Brazil, Chile, Pakistan, and the United might otherwise pass me by if I were not involved with States, to name a few. I remind you that we also wel- this publication. As a Canadian lawyer whose firm has come submissions of your firm news, upcoming events, a presence in New York, I value the discussions I have meetings, speaking engagements that involve a member with colleagues in other countries concerning the differ- of your firm, pro bono activities and community events ences between jurisdictions and how we can integrate that your firm, or a member of your firm is involved in, the services our different firms provide. and of course, your articles. I attended the 2004 Fall Meeting in Santiago in November. This was one of our Section’s most success- Richard A. Scott, Co-Editor ful meetings, and that could not have been possible Fraser Milner Casgrain LLP without the sponsorships provided by so many firms. New York, NY At the helm of this meeting was Oliver Armas, Program
Save the Dates International Law and Practice Section FFAALLLL MMEEEETTIINNGG October 18–23, 2005
Renaissance Chancery Court London, England
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 3 IL & P Country News
Argentina (“amparo”) is not admissible as a valid procedural means to question the constitutionality of the laws on “pesification.” Supreme Court Ruling on Pesification of Bank Deposits • However, the grounds invoked to dismiss the claim exceed the objections to the procedural 1. Background means (“amparo”) chosen by plaintiffs. Therefore, After almost three years since the first questions such grounds may also be invoked in ordinary lodged at Court by reason of the restrictions imposed proceedings. on the availability of funds and the “pesification” of • The judgment rendered in Bustos exclusively obligations according to Emergency Law 25,561 and refers and applies to relationships arising from other further emergency regulations, the National deposits or obligations related to the financial Supreme Court of Justice (“Supreme Court”) ruled that system. Relationships unrelated to the financial the “pesification” of bank deposits is not unconstitu- system arising from agreements between individ- tional. uals do not fall within the scope of this decision, On October 26, 2004 in Bustos, Alberto Roque et al v. although some of the grounds invoked could National Government et al re. Proceedings to enforce consti- validly apply to these cases. tutional rights, the Supreme Court modified a prior • It is not possible, at this stage, to have a clear sig- opinion that, when comprised by different members, nal of the Supreme Court with respect to the con- the same Court had upheld on March 5, 2003 in San stitutionality of the emergency regulations Luis Province v. National Government re. Proceedings to applied to other situations different from the one enforce constitutional rights. In Bustos, the Supreme Court analyzed in Bustos. Indeed, except for Justice returned to the doctrine the Supreme Court rendered in Fayt, even though the justices agreed on the con- Peralta (1990), in which it had declared the constitution- stitutionality of the pesification of a bank deposit ality of the regulations whereby the then existing gov- and that the amparo was not the procedural ernment, in an emergency situation, had exchanged means to analyze the issue, all of them voted bank deposits for government bonds. using different arguments in support of their The Supreme Court judgment contains one partially votes.2 As a result of this, it is possible that lower dissenting vote cast by Justice Carlos Fayt. The remain- courts will continue accepting amparos in ing five members have voted in favor of the constitu- amounts lower than US $70,000, since, for tional nature of “pesification,” although in the majority instance, Justice Zaffaroni, in his vote, expressly of cases they have done so on the grounds of their own excluded them from the pesification. arguments, and in some cases, with important shades of • The Supreme Court has not advanced in finding a difference as compared to the remaining votes.1 solution to one of the most serious issues that is In support of its conclusions, the Supreme Court still pending resolution: the likely action for mentioned two precedents of the U.S. Supreme Court, recovery against savers of the amounts already namely: U.S. v. Bankers Trust Co. (294 U.S. 240) and collected by them (in United States dollars or Perry v. United States (294 U.S. 330). In those cases, Pesos at the free market exchange rate) as a result involving situations similar to those undergone by of petitions for precautionary measures and Argentina during the emergency, the U.S. Supreme amparos already granted in their favor. However, Court rendered a decision in favor of the constitutional- upon casting their votes, some Supreme Court ity of measures that limited the right to property based members made express references to this issue.3 on monetary restrictions arising from the serious 1929 crisis and the change in the gold value of the United Guillermo Malm Green, Esq. States dollar. Brons & Salas Buenos Aires, Argentina 2. Preliminary Conclusions Upon reviewing the judgment referred to above, Indemnity for Dismissals without Cause— the following preliminary conclusions may be drawn: Unconstitutionality of the Legal Cap • Due to the complexity of the matter, the nature of The National Supreme Court of Justice (CSJN) ruled the Court proceeding used by plaintiffs that the cap indemnity established by Section 245 of the
4 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Employment Contracts Law (LCT) is unconstitutional Public Register of Commerce for acting as branches or and thus amended the stance this Supreme Court had participate as partners in local companies. sustained in prior cases dealing with the same subject. The main purpose of GR 7/03 was to limit and con- Section 245 of the LCT establishes that in those trol the activities in Argentina of companies owned by cases of dismissal resolved by employer, without just Argentine residents but incorporated abroad to infringe cause, the latter must pay the worker an indemnity tax laws and/or conceal Argentine assets. For this pur- equivalent to one month’s salary per year of employ- pose, GR 7/03 basically required foreign companies to ment or fraction thereof in excess of three months. The effectively demonstrate that their principal place of calculation is based on the best regular and habitual business is outside Argentina and that they have signifi- monthly remuneration collected during the last year or cant assets abroad compared with those existing in during such time as services were rendered, when the Argentina. latter is lower. However, Section 245 also establishes a However, GR 7/03 was drafted in such a manner legal limit since the resulting indemnity cannot exceed that several foreign companies were unable to comply the equivalent of three times the monthly sum resulting with the requirements provided for therein (basically, from the average of all remuneration established by the the existence of assets in other jurisdictions in those Collective Labor Convention applicable to the worker at cases in which the entity to be registered in Argentina the time of dismissal, or in the Collective Convention was a vehicle), even though it was clear that they applicable to the establishment where the latter renders belonged to worldwide recognized economic groups services, in the event of an employee who is not cov- and they were not owned by Argentine residents. ered by Collective Convention. As a result, and primarily due to the criticism GR In the final judgment rendered in the case Vizzoti, 7/03 received, the GIC has just issued General Resolu- Carlos Alberto v. AMSA S.A. re. dismissal, the Supreme tion 22/2004 dated September 22, 2004 (“GR 22/04”). Court considered that the legal indemnity system was GR 22/04 stipulates that in those cases in which the unconstitutional. Indeed, in Vizzoti, the cap established entity to be registered in Argentina is merely a vehicle by the Collective Labor Agreement was roughly 33% of or an investment instrument of another company of a the actual salary of Mr. Vizzotti. The Supreme Court corporate group, it is possible to obtain registration if ruled that the cap should not be lower than 66.66% of the controlling company of such vehicle complies with the highest regular and habitual monthly salary collect- GR 7/03 and provided: ed by Mr. Vizzoti during the last year of his labor rela- tionship. (i) A document issued by the Board of both the Vehicle and the direct or indirect controlling companies Even though the Supreme Court decisions are not (“Parent”) is submitted, stating that the Vehicle is exclu- mandatory, it is expected that the lower Labor Courts sively a mere vehicle or an investment instrument used will resolve in line with the new criteria and will con- for such purpose only by another company of the group sider the base salary to calculate seniority compensation that directly or indirectly controls the Vehicle; may be no lower than 66.66% of the best regular and normal monthly salary of the employee. (ii) The Parent (and not the Vehicle) complies with the requirements provided for in GR 7/03; basically, At the time of the dismissal with which this judg- submitting a certificate issued by a Certified Public ment deals, the double compensation ordered by the Accountant or any other document showing assets, Economic Emergency Law was not in force, hence the classified into current and non current assets, located criterion upheld by the CSJN could be amended in outside Argentina as of the fiscal year-end, in order to respect of dismissals which occurred as from January evidence that the company has significant assets out- 2002. side Argentina; its principal place of business is outside Argentina; and its administration is conducted from Guillermo Malm Green, Esq. abroad. Brons & Salas Buenos Aires, Argentina (iii) The legal representative in Argentina of the Vehicle files, under the form of a sworn statement, a New Criterion Regarding “Vehicle” chart of the corporate group’s structure and relevant Corporations information of the Vehicle’s and Parent’s direct or indi- rect shareholders. One year ago General Resolution No. 7/2003 (GR 7/03) of the General Inspection of Corporations (GIC). The grounds on which GR 22/04 has been issued GR 7/03 established the requirements that foreign com- are controversial, since even though the GIC is only a panies have to comply with in order to register with the registration agency and does not have authority to
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 5 interpret the law or act as a court, it stated that it is ence from the employer until the full indemnity is accepting to loosen the tight procedure of GR 7/03 and reached according to damages sustained. is creating a special procedure for registration of vehicle (iii) The foregoing does not release the Employment companies because: “[P]iercing the corporate veil and Risks Insurers (ART) from complying with their obliga- attaching liability to the parent of the vehicle for the acts of tions for the services stipulated in the LRT. the latter is clearly possible when this kind of vehicles are used. . . .” It should be borne in mind that at the time Mr. Aquino suffered the accident, the A $55,000 cap was in Even though it is a debatable issue, according to force, which was thereafter increased to A $180,000. We this resolution, the GIC may argue that the parent com- are of the opinion that the criterion adopted by the pany that applies to this special procedure is liable for Supreme Court will not necessarily be the same con- the acts of the Vehicle. cerning the permanent disability cases which occur or have occurred as from the cap was increased. Guillermo Malm Green, Esq. Brons & Salas The judgment rendered in respect of Aquino entails Buenos Aires, Argentina reopening the possibility of claims for occupational accidents and/or diseases which have not yet become Occupational Risks Law—Unconstitutionality statute barred. In the judgment rendered in the case Aquino, Isacio It is expected that as from the date of this judgment v. Cargo Servicios Industriales S.A. re. accident, the Nation- a new analysis will be undertaken as to whether insur- al Supreme Court of Justice (CSJN) declared that Sec- ance companies may be authorized to grant coverage tion 39, point 1 of Occupational Risks Law (LRT) is for occupational accidents and/or diseases, within the unconstitutional. This Section releases employer from terms and conditions and scope of Civil Law. all civil liability towards workers for exposure to the risks originated by reason of occupational accidents and Guillermo Malm Green, Esq. diseases, except in the event of fraud committed by Brons & Salas employer. Buenos Aires, Argentina This case refers to the claim lodged by a worker who sustained an accident when he was 29 years old, Promotion of the Software Industry Law which caused him total and permanent employment Law No. 25,922 for the Promotion of the Software disability. Industry was published in the Official Bulletin on Sep- tember 9, 2004 (“the Law”). It establishes a promotional The CSJN ordered that the indemnity be calculated tax system for physical persons and corporate entities according to damages effectively sustained, appraised established in Argentina whose main activity is the soft- in accordance with the general criteria established by ware industry. the Civil Code and that the monetary compensations stipulated by the LRT only indemnifies the loss of prof- The Law provides several tax benefits, which will its but not the moral, physical and psychological dam- be applicable provided the beneficiaries in question ages among others that—if proved in the case—should have been complying regularly with their tax and social also be indemnified. security obligations and avail themselves of the provi- sions stipulated by this system via registration in the From a first analysis of the judgment rendered by respective Register. the CSJN, it is possible to conclude that: (i) Fiscal stability over a ten-year term: The bene- (i) Although an indemnity rates system is not, in ficiaries of this system may not have their itself, unconstitutional, it does become unconstitutional aggregate national tax onus increased during a when it entails a violation of the guarantee set by Sec- ten-year term. Fiscal stability includes all tion 19 of the National Constitution which provides for national levies (direct taxes, rates and contribu- the general obligation of not inflicting damages on third tions). parties. (ii) Fiscal credit for employer contributions: (ii) When the indemnity calculated according to the Those parties who engage in software investi- LRT does not reasonably cover the full damages sus- gation and development within Argentine ter- tained by the worker, including the moral damages and ritory and/or processes for the certification of the loss of future opportunities, the worker would be software quality and/or exports of software, entitled to claim the respective supplement or differ- may convert up to 70% of the social security
6 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 contributions they have effectively paid as As stipulated by the Law, “household waste” means employers in respect of all the members of things, objects or substances that, as a result of con- their corporate payroll, into a fiscal credit bond sumption processes and the development of human which cannot be transferred. These bonds may activities, are discarded and/or abandoned. Although be used to pay national taxes—accrued subse- the wording is not clear and may include any type of quent to the incorporation of the beneficiary to waste, we believe that the Law is intended to govern this promotion system—originated by reason the generation and management of ordinary waste not of the software industry and, in particular, regulated by other specific laws, such as hazardous Value Added Tax (VAT) or other national taxes (Law No. 24,051), industrial and service activities (Law and their advance payments, excluding income No. 25,612), pathologic (Law No. 24,051) and other tax. waste. (iii) Partial exemption from Income Tax: A 60% The Law is aimed at achieving a proper and ration- exemption shall be applied to the full income al management of household waste, raising awareness tax amount determined for each period. This as to the importance of household waste, lessening its benefit shall be enjoyed by those beneficiaries negative effects and reducing the quantity of waste who evidence expenses spent on research and intended for final disposal. development and/or qualify certification Each local jurisdiction shall define the entities processes and/or software exports, in amounts responsible for the overall management of household to be established by the Secretariat of Industry, waste generated in its specific jurisdiction. Such entities Commerce and Small and Medium Companies. will establish a management system consistent with the (iv) Exclusion of restrictions on the remittance of special characteristics of the place and lay down sup- foreign currency: Imports of computer prod- plementary regulations to enforce the Law. ucts by the beneficiaries of this promotion sys- The Law defines “generator” as any individual or tem shall be excluded from any kind of present legal entity producing household waste and draws a or future restriction on the remittance of for- distinction between “individual generators” and “special eign currency to pay for imports of hardware generators.” Special generators are defined as those pro- and other computer science components ducing household waste of a quality, in quantities and required to produce software. under conditions that, at the discretion of the authority, Moreover, the Law creates the Fiduciary Fund for require the implementation of special waste manage- the Promotion of the Software Industry (Fonosoft), in ment programs, which shall be approved prior to their order to finance research and development projects for implementation. Instead, individual generators are the software industry and assistance programs to set up those that do not need special waste management pro- new undertakings. grams. Failure to comply with the provisions of the Law by The Law imposes on generators the obligation to the beneficiaries may be penalized by cancellation of take care of the initial gathering and initial disposal of registration in the Register set up by the Law and forfei- household waste and sets the general guidelines for col- ture of those taxes not paid under the promotional sys- lection, transportation, treatment, transfer and final dis- tem. Moreover they may be disqualified from further posal. registration in the Register. Lastly, the Law establishes that the breach of the provisions thereof shall render the infringer liable to Guillermo Malm Green, Esq. warning, fines ranging between AR $2,800 and AR Brons & Salas $56,000, disqualification from business up to one year Buenos Aires, Argentina and closure of the premises. Minimum Environmental Protection Standards For The Overall Management Guillermo Malm Green, Esq. Angeles Murgier, Esq. of Household Waste Estudio Brons & Salas Law No. 25,916 (the “Law”), published in the Argentine Official Bulletin on September 7, 2004, estab- New Regulations Impact on Foreign lishes the minimum environmental protection stan- Companies in Argentina dards for the overall management of household waste of For the past year and a half, the General Inspection residential, urban, commercial, medical care, health, of Corporations (GIC) has been passing several resolu- industrial or institutional origin. tions which have caused great controversy in academic,
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 7 economic and political fields. These restrictions have Recently, on 16-Feb-2005, the GIC passed Resolu- had a deep impact on corporate management and day- tion 2/2005 which simply prohibits the registration of to-day running of companies in Argentina. so-called off-shore companies. Off-shore companies are only allowed registration in case they are vehicles of The GIC is the public agency in charge of the sur- another “lawful” company, pursuant to the above-refer- veillance of business companies domiciled in the City of enced Resolution 22/2004. For the purposes of this res- Buenos Aires, which is the Argentine capital city. olution off-shore companies are defined as those which Although its jurisdiction is limited to said territory, the bear restrictions or prohibitions to conduct their busi- effect of its resolutions is broadened by the fact that ness in their jurisdiction of origin. most business companies in Argentina have their legal domicile within the limits of this City. This new resolution renewed the debate on these matters, and it is likely that foreign companies seeking With the new regulations the GIC focused particu- registration in Argentina will begin to request such reg- larly on foreign companies doing business in Argentina, istration in a jurisdiction other than the City of Buenos either by setting up branches or participating as share- Aires, especially in view of the delays in the registration holders, quotaholders or partners in companies organ- process caused by these new regulations. ized in Argentina. Resolution 7/2003, enacted on 19-Sep-2003, is Endnotes aimed to detect which foreign companies doing busi- 1. For example, Justice Eugenio Zaffaroni proposed that savers ness in Argentina have as main purpose (or actual main having deposits under US $70,000 should immediately receive the amounts in question in their original currency, without the activity) conducting business in Argentina but, never- “pesification” of their deposits. theless, are not registered as Argentine companies 2. Except for Justices Belluscio and Maqueda, who shared their under Argentine law. Pursuant to this Resolution arguments. 7/2003, foreign companies must evidence that their 3. Justices Belluscio and Maqueda stated that the beneficiaries of principal place of business is located abroad, that their such measures (that is, those who succeeded in withdrawing administration is conducted from abroad and that they their savings, in full or in part, in the currency of origin) hold substantial assets in their jurisdiction of origin or obtained an “undue profit” at the expense of the system, the country and the remaining savers. On the other hand, Justice elsewhere outside Argentina vis-à-vis the assets directly Zaffaroni stated that the judgment rendered is not applicable to or indirectly held in Argentina. Otherwise, they would the amounts already withdrawn which—as a general rule— be considered Argentine entities, they should adjust “must be regarded as finally consolidated.” their by-laws to Argentine legislation, or might be sub- ject to judicial request by the GIC for cancellation of Guillermo Malm Green, Esq. their registration as foreign companies doing business Angeles Murgier, Esq. in Argentina. Estudio Brons & Salas Other resolutions were also enacted to supplement Resolution 7/2003. Brazil In view of the difficulties that these new regulations Responsibilities of Foreign Quotaholders in were causing (mainly by substantially delaying registra- the Liquidation of a Sociedade Limitada tion process of acts involving foreign companies), Reso- lution 22/2004 was passed on 21-Sep-2004 to allow reg- (Limited Liability Companies) in Brazil istration of foreign companies that did not meet the In general, due to the principle of the continuance new requirements, but instead proved to be a financial of the legal entity, in a company with unlimited dura- or investment vehicle of another foreign company that tion, the stockholder who wishes to exit the company did comply with the new regulations. will sell his stock (having in mind the limits applicable to the due case by the law or contract), when he will be Said “vehicle companies” are exempted from com- responsible jointly with the purchaser of the quotas pliance with Resolution 7/2003, provided however that before the company and third parties, for the obliga- their relevant parent company evidences compliance tions he had as a partner at the time of the sale until therewith and expressly acknowledges that it has two years after the sale (Article 1.003 of the Brazilian organized the vehicle company registered in Argentina Civil Code). It must be noted that any sale shall be in as an investment or financial instrument. References accordance with the Articles of Association and/or made by the GIC to the possibility of “piercing the corpo- Quotaholders Agreement of the company, and shall rate veil and attaching liability to the parent” gave rise to obey any restrictions and conditions which may be pro- more controversy. vided for in such agreements.
8 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Attention should be called to the changes in the law The Articles of Association may establish causes for applicable to the Sociedades Limitadas (limited liability dissolution. The law establishes that there is dissolution companies). The New Civil Code of January 2002 estab- when there is consent of all stockholders or majority lished some new rules regarding legal entities, as well vote deliberation in an unlimited duration company. as required due adaptation to these new rules, to take There may be a judicial dissolution when the constitu- place before January 2005. If the due adaptation is not tion is annulled, when the corporate purpose is con- fully completed, and the company is not duly regis- cluded or verified its non-enforceability. tered, the quota holders may be held responsible. The extent of responsibility will vary in accordance to what- Brazilian Business Corporation Law (Law 6.404/76) ever adaptation is not completed. If all amendments are The causes for dissolution of the company are simi- duly effected, there will be no change in responsibility lar to the rules of the Civil Code with some specific other than hereunder explained. We will make the com- rules that are irrelevant at this time. ments under the assumption that all amendments were made. In order to verify due accomplishment, a further In general, a stockholder may leave the company analysis of the company’s act would be necessary. except if the company has a limited duration or a con- tractual obligation impeding such act. The Sociedade Limitada, named before the Civil Code of 2002 as Sociedade por Quotas de Responsabili- Regarding the unenforceability of the corporate dade Limitada, grants to the quota holders limited purpose, Fabio Ulhoa Coelho understands that the lack responsibility as long as there is no illegal act by such of market and losses with no possible recuperation, quota holders, or else: would be a possibility of dissolving the company (Busi- ness Corporation Law Art. 206, II, b, Civil Code Art. (i) If the company’s capital stock is not completely 1.034, II) or in case of grave conflicts among the stock- paid in, the quota holders will respond up to the holders that difficult the furtherance of the corporate total value of the capital stock not paid in. Such purpose. contribution may be required from any quota holder independently if such party has already In the liquidation of a company, Article 1.110 of the paid in his part of the capital stock. The quota Brazilian Civil Code and Article 218 of the Business holder that pays in more than his percentage in Corporation Law establish that the stockholder will be the capital stock may then demand from the held responsible up to the limit received from the com- other quota holder(s) the due repayment; or pany. There may be a demand for losses against the liq- uidator, responsible for the liquidation, when damages (ii) If the company’s capital stock is completely paid are proved during his activities in such duty. in, the quota holders, if no exceptions apply, do not respond for debts of the company of higher Responsibilities of the Quota Holder Regarding value than the one of his quotas, which may be Commercial and Civil Debts sold in order to pay the due debts. The general rule applies to the commercial debts. As so, unless there is an illegality, the quota holder’s This general rule does not apply when the quota responsibility will be limited to the value of the capital holders authorize an illegal act. As so, if a quota holder stock as explained above. The quota holders will be approves a corporate decision that is against the law, he responsible also for the valuation of assets in case of will respond for such acts unlimitedly (Article 1.080 of payment of the subscribed capital with such assets. the Brazilian Civil Code). Responsibilities for Consumer Debts Liquidation of the Company The quota holder is responsible for consumer debts The New Civil Code establishes that Sociedades when acting with excess of power, illegally or in viola- Limitada will be subsidiarily governed by rules of the tion of the Articles of Association (Article 28 of the Sociedade Simples, except if the Articles of Association Brazilian Consumer Defense Code), that authorizes per- establishes the subsidiary ruling of the Business Corpo- sonal responsibility. ration Law (Art. 6.404/76). Below we briefly outline the responsibilities and liquidation possibilities. Responsibility for Labor Debts Brazilian Civil Code The Superior Labor Court (TST) understands that the piercing of the corporate veil is a means to enable The Civil Code rules that a stockholder may leave a the due guaranty for employees’ rights. company with unlimited duration by notifying his part- ner with 60 days in advance. If the company has a limit- ed duration, the stockholder must prove fair cause in court.
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 9 Responsibility for Tax Debts duly observed and will be maintained by Court. How- ever, if equity holders use the corporate form with mal- The quota holder is not responsible in general for ice, the legal separation of the company and its equity tax debts of the Sociedade Limitada before the Brazilian investors shall be ignored. Tax Authorities. The Brazilian Tax Code in Art. 135, III, establishes that the manager may be held responsible, In Brazil, the disregard doctrine was first intro- however. Nevertheless, an irregular dissolution of the duced in the sixties. Now our legislation has some pro- company, having the due taxes not been paid, may lead visions regarding the disregard doctrine. to personal responsibility for the quota holders. Brazilian Legal Literature have established cases Responsibilities for Social Security where the disregard theory is applicable: (i) fraud and Contributions abuse of power, where one or even more legal entities The responsibility for social security contributions are used by its equity holders to harm creditors, are the same as for tax debts, as Articles 149 and 145 of employees, government authorities and/or third par- the Brazilian Federal Constitution consider such contri- ties, and/or (ii) lack of economic (very similar to the butions similar to taxes. alter ego theory) and legal autonomy, where the legal entities and equity holders do not have the required Criminal Responsibility of the Quota Holder separation regarding its assets and will, as the require- There may be responsibility in case of verification ments to pierce the corporate veil of a company. of illegal acts. Case law confirms such understanding regarding fraud and abuse of power and lack of economic autono- Environmental Responsibility my, especially in companies used by individuals to buy Authors interpret Article 4 of Law 9.605/98 as assets of personal use, and in economic groups where granting the same responsibility as in consumer cases. the “control is under a management, labor and econom- ic unity, constituting one unique formal structure, and, Disregard of Legal Entity Doctrine as so shall being regarded as a single company.” Initially in the common law countries (England and United States of America), case law and Authors, to In Brazil, one of the main arguments for defendants avoid the use of legal entities to harm its creditors, who face a disregard doctrine pleading is to require a developed the disregard doctrine (Disregard of Legal specific law suit with the purpose of obtaining the judi- Entity, Piercing the Corporate Veil or Lifting the Corpo- cial declaration that the partners are personally liable, rate Veil), consisting in the disregarding of the legal observing the constitutional due process of law princi- entity, imposing personal liability on partners who com- ple. mitted fraud against their creditors, with the separate However, our Superior Tribunal de Justiça—STJ does existence from the company and limited liability being not consider the necessity of a specific suit, understand- ignored by the Courts. ing that “once the due requirements are verified, the Such theory, that establishes the power of the courts judge may, in the enforcement action, pierce the corpo- to disregard the corporate formalities and set aside the rate veil to deem liable the partners involved in the ille- status of the legal entity, holding the stockholders gality, intending to prevent fraud against the law or unlimitedly responsible, requires the evidence of com- third parties.” plete domination of the corporate formality used to Nevertheless, the general understanding in Brazil, commit a fraud or wrong that causes injury. is that such theory must be applied with caution as in Internationally, case law and Authors exemplify general the limited responsibility is the rule for stock- what would be considered as factors that could imply holders. There is a tendency of increasing the responsi- in cause for declaration of the piercing of the veil: disre- bility of the stockholders when regarding labor, con- gard of the corporate formalities, thin capitalization, sumer and tax debts due to the legal dispositions when capitalization (at the time of incorporation) is mentioned above. very small in relation to the nature of the company’s Regarding labor debts, the risk is increased due to business and to the risks that the business necessary the labor judge trend to grant protection to the employ- entails, alter ego (which means “second self”), when the ees. separate personalities of the company and its partners do not exist, with the company being a mere instrument Ana Beatriz Nunes Barbosa of them, small number of shareholders, active involve- Borges, Beildeck & Vilardo Advogados ment by shareholders in management, among others. Rio de Janeiro, Brasil We shall note that the legal entity existence is not terminated if the requirements for incorporation were
10 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Chile lishes a division of the various winemaking valleys of One of the major challenges during the negotiation the national territory from north to south, based in par- of the Free Trade Agreement (FTA) between Chile and allels. the United States was the intellectual property aspect. As another important category of intellectual prop- As a result the 17th Chapter of this treaty addresses erty in Chile, we have Law Nº 19.342 regarding the the issue of Intellectual Property. It constitutes the most right of the breeders of new plant varieties in compli- detailed chapter on that matter in a free trade agree- ance with the standards of UPOV 1978 ratified by Chile. ment ever signed by Chile. As a matter of fact, for a Under the FTA signed between Chile and the United country like the United States, the intellectual property States Chile has obligated to sign UPOV 1991 and to area is an essential aspect of international trade. How- implement patents for the protection of new plant vari- ever, in Chile, intellectual property law is still not eties. regarded as a key aspect of business and trade. In addition to the laws mentioned above, the legal framework of intellectual property in Chile is composed Legal Framework of Intellectual Property in of several international treaties signed by Chile as Berna Chile Convention, Paris Convention, UPOV 78 Convention, and a schedule agreed of several treaties to be adopted First of all we will describe the legal framework in by Chile under the obligations of the FTA signed with the field of “right of author” which protects artistic and the United States and also derived of the Treaty signed literary creations, such as books and other literary with Europe. works, plays, audiovisual work, music and software, amongst others. Copyright is mainly protected by Law Competent Authorities in the Field of N° 17.336 with recent modifications introduced by Intellectual Property Rights Laws N° 19.912 and N° 19.914 to adapt such law to the Industrial property rights regulated by Law N° standards of the agreement on intellectual property of 19.039 (patents, trademarks, designs and utility models) the World Trade Organization (WTO), to which we will are granted through a registration process at the refer here, as well as its adaptation to the intellectual Department of Industrial Property depending of the property chapter in the free trade agreement with the Ministry of Economy, and the second instance the Arbi- United States. tral Court of Industrial Property (T.A.P.I.). In case of a In the field of industrial property, which involves new plant variety registration, the competent authority the protection of inventions, which applies to industry is the Seeds Department of the Cattle and Agriculture and refers to categories of rights as patents of invention, Service (S.A.G.) depending of the Ministry of Agricul- utility models, industrial, and trademarks are regulated ture, and the second instance is also the Arbitral Court in Chile by Law N° 19.039 on Industrial Property. Chile of Industrial Property. is still in the process to fully adopts TRIP´s standards. A Concerning right of author, according to the law, law bill is pending before Congress and is expected to such rights are granted to the author from the moment be approved soon. It will introduce new categories of of the creation, without necessity of registration. How- intellectual property in Chile as integrated circuits, non ever registration can be done at the Department Right divulgated information, denomination origin for food, de Author depending the Ministry of Education. and improved civil procedures and legal resources for infringement of Intellectual property rights. The above-mentioned Department of Industrial Property is competent to refuse or approve registration Chile has just set up a legal framework to comply of an application, such as trademarks, patents of inven- with the border measure Chapter of the TRIPS Agree- tion, utility models, and industrial designs. ment and it is contained in the above-mentioned Law N° 19.912. Such law regulates border measures to be Both departments lack competence in case of a trial adopted in Chile in cases of infringement of intellectual or lawsuit for infringement of Intellectual Property. property protected goods. It includes judicial proce- Competent authorities are ordinary civil and criminal dures before civil courts and detention of counterfeit courts. merchandise in customs, concerning copyright and Chile has not established a special and independent industrial property. court for legal actions for intellectual property infringe- Another category of intellectual property right ment. Therefore, the Chilean system of competent important to Chile is the protection of the denomina- authorities establishes the described registration author- tions of origins, currently regulated by Law 18.450 for ities and ordinary courts for infringements. wines only, and its rules and regulations. The law estab-
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 11 Intellectual Property, Economic Development and information not disclosed, patents and also protection International Trade of plant varieties and plant patents.
The advantages of using intellectual property for The Process to Adopt the TRIPS Agreement in Chile the development and trade of products and services with a major added value can be easily identified. In The deadline for the countries to adapt their legisla- this respect, we can observe the gap between the num- tion to this agreement expired on January 1, 2000. In ber of applications for patents, for example in a country this respect, Chile is four years late. Some areas of nec- as Japan, reaching 400,000 applications each year, com- essary adaptation are already completed as such con- pared to Chile who only registers approximately 3,000 cerning border measures and right of author. applications a year, and the difference in the value of A law bill is now pending before the Chilean Con- exportation products in both cases. Without any doubt gress to adapt the legislation to the TRIPS agreement. It the rate of patent applications is a valid element to will adapt to TRIPS standard aspects Law N° 19.039; illustrate the degree of economic development of a this is trademarks, patents, integrated circuits and country. denomination of origin, enforcement in courts, and What is the existing relation between international other modifications. Specifically, the proposed law will trade, the goods exported by Chile, and intellectual improve the proceedings in court by creating new civil property? Why is intellectual property so relevant for a actions, measures prior to legal actions, and other bene- developed country as the United States to include this fits for those who have intellectual property rights. The topic in the FTA? Why didn’t developing countries like Chilean ordinary courts will have to enforce these new Chile, whose economy is based on exportations, pro- provisions related to intellectual property susbstantive mote, respect and develop intellectual property? rights and use the new procedures of the proposed law. To answer these questions it is necessary to consid- Intellectual Property and the Future of Chile er the knowledge, experience and complete legislation Why didn’t Chile, a country which adopted a free on intellectual property that exists in countries like the market economy system in 1973 and a country commit- United States, Europe and Japan, and moreover the ted to increase the value and the number of products to international context after the Uruguay Round which be exported, consider the importance of intellectual can particularly affect developing countries who rely on property laws an institution? Why didn´t our authori- a strong international trade. This is because developing ties discover the value of Intellectual Property as one of countries exporting goods are obligated to respect intel- the engines on which the free market system relies and lectual property worldwide, otherwise they can be sub- the key importance of the legal appropriation of I&D ject to border measures worldwide. results? To me it is not an easy question to answer yet. This is an aspect that countries exporting several Thinking about it, perhaps after having been a closed goods like Chile, and especially agriculture products, economy and having an all fashion market of goods should pay attention, since exports can be inspected in and services, it was first necessary to bring up-to-date customs to make sure they respect intellectual property, our products and services, but afterwards it was and according to Section 4 of the TRIPS agreement on bor- still is necessary to use, integrate, and strengthen intel- der measures which allows any member state of the lectual property law. Our degree of open and free econ- WTO to avoid in its borders the admission of counter- omy doesn’t match well with the weak situation of the feit products or goods affecting intellectual property education and utilization of the benefits of intellectual rights. property. Very recently, we can observe in Chile’s public Intellectual Property and Solutions of International opinion an interest for innovation, more than for intel- Disputes lectual property, which constitutes a step ahead Howev- The TRIPS agreement sets forth that countries that er, common people and business persons don’t realize do not respect the standards and obligations of TRIPS yet the value of respect and acquisition of intellectual can submit to the mechanism of the Dispute Settlement property rights. We don’t give the issue the importance of the WTO. it is given by developed countries. The same TRIPS agreement establishes the meaning The respect of intellectual property and the use of of intellectual property for its application and the its advantages are part of the international rules. It is respect of standards in each case. It establishes that necessary for Chile to integrate intellectual property, intellectual property includes all the categories men- now with urgency. We need to achieve a cultural tioned in this same agreement, that is to say copyright, change to favor respect of intellectual creations. As pre- trademarks, denominations of origin, industrial designs viously mentioned, intellectual property has been and models, layout of integrated circuits, protection of
12 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 included as a chapter in the recent treaties adopted by For example, one of the more significant changes from Chile with the European Union, Korea and the United earlier (1985) Jordanian commercial agency law, the cur- States, in some areas including provisions beyond the rent law expands the definition of “commercial agency” TRIPS agreement. It is not far from the possibility that to more clearly include buy-sell distributorships. This intellectual property standards could be achieved more revision closes a loophole that had existed in the earlier because of the strength of our commercial partners, Jordanian commercial agency law, whereby distributors rather than because of our own will. might not have benefited from the termination protec- tions applicable to qualified local commercial agents. I am convinced that in Chile a vigorous capacity to create inventions and innovations qualifying for protec- 1. Applicable Law tion exists. Examples of our ingenuity are recorded The primary Jordanian law governing commercial daily and we need to capture its economic value by agency and commercial intermediation is Law No. 28 of using the intellectual property legislation. 2001 (the “Commercial Agency Law”). Jordan has also Intellectual property has come to stay, with no enacted special regulations governing commercial return. Even if we are not sure what we will be able to agency and distributions in some specific industries achieve, we have to introduce the use of intellectual (e.g., pharmaceuticals) that are beyond the scope of this property institution in Chile. We need to construct the brief summary. connection between creators and inventors and the law to benefit from the legal advantages of Intellectual 2. Definitions property rights. Intellectual property could be seen as Article 2 of the Commercial Agency Law defines sleeping beauty waking up in our country now or “commercial agency” as: remaining asleep for longer and therefore preventing us A contract between the principal and to advance in a world in which the only way to develop the agent, obliging the agent to import economically implies considering seriously and with the products of its principal, or the dis- urgency institutions like intellectual property. tribution, sale or display of such prod- ucts, or providing commercial services Gabriela Paiva Hantke within the Kingdom, or for its own PAIVA & CIA.—INTELLECTA account on behalf of the principal. Santiago, Chile With the sponsorship of Mr. Manuel Blanco The Commercial Agency Law also defines “com- BLANCO & COMPANY mercial intermediary” as a person undertaking com- mercial intermediation between two parties (one of those parties, registered abroad, being the producer, Jordan distributor or exporter), paid for the conclusion or facil- itation of a contract, without being affiliated with either Commercial Agency and Distributorship of those parties. Many, but not all, of the provisions of Law in Jordan the Commercial Agency Law apply both to commercial The Jordanian government has issued a number of agents and commercial intermediaries. important commercial laws in recent years, liberalizing 3. Qualifications for Commercial Agents local trade rules and better integrating Jordan into the global marketplace. Jordan acceded to the World Trade Article 3 of the Commercial Agency Law imposes a Organization (WTO) in April 2000, and a Free Trade nationality requirement on the commercial agent. The Agreement between Jordan and the United States commercial agent must either be a Jordanian national (if entered into force in December 2001. At least in part, a natural person) or a Jordanian registered company. In Jordan’s recent legislative and regulatory reforms were general, foreign companies may not undertake commer- part of that process. Among the more important recent cial agency or intermediation work in Jordan for other developments, new Jordanian laws have been issued foreign companies. applicable to investment, commercial companies, cus- 4. Direct and Exclusive Relationship tom duties, bankruptcy, income taxation and, the sub- ject of the following summary, commercial agency and The Commercial Agency Law does not require a distributorship. commercial agent to have a direct relationship with the principal in the country where the goods originated, i.e., Although Jordan revised its commercial agency law regional distributors or other intermediaries may be to meet WTO requirements, some of these revisions interposed between the principal and the Jordanian paradoxically increase the so-called “dealer protections” commercial agent. available to local commercial agents and distributors.
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 13 Similarly, the Commercial Agency Law does not ters may prohibit the performance of contain any express requirement that a Jordanian com- commercial agency or commercial mercial agent be appointed on an exclusive basis. In intermediation activities, or the inter- general, we understand that exclusivity is considered to vention of commercial agents and com- be a matter of negotiation between a foreign principal mercial intermediaries, in any contracts and its Jordanian commercial agent, and primarily gov- concerning the importation of supplies, erned by the terms of the parties’ agreement. equipment, materials, machines, and replacement parts for the Jordanian 5. Mandatory Use of Commercial Agents Armed Forces and security organiza- In general, Jordanian law does not require the use tions. Such prohibition may also cover of an authorized commercial agent for the importation, maintenance of these materials or war- sale and distribution of foreign products. ranty therefor, and any other services that may be offered pertaining to same. Foreign companies may sell directly to the Jordan- ian government without the use of a local commercial A violation of the prohibition is punishable by a jail agent or intermediary, although the use of such agents sentence and fines, including forfeiture of the commis- or intermediaries in government contracting is general- sion/compensation paid, agreed or promised. ly common and proper, with some significant excep- tions discussed below. 7. Registration Requirements for Commercial Agents 6. Restrictions on Using Commercial Agents The Jordanian Commercial Agency Law requires Article 11 of Regulation No. 50 (1994), concerning Jordanian commercial agents and intermediaries to reg- the Higher Authority for Government Purchases, states: ister in special registries at the Ministry of Industry and Commerce. According to Article 6 of the Commercial Regardless of provisions in any other Agency Law, a commercial agent must submit its regis- legislation, all contracts pertaining to tration application with, among other things, a duly supplies, procurement and services as authenticated copy of the commercial agency agree- determined by the Council of Ministers ment. and pertaining to the Jordanian Armed Forces, the Security Services and Royal Article 5 of the Commercial Agency Law states that Jordanian [Airlines] should be carried no person shall undertake commercial agency or com- out directly with the manufacturers, mercial intermediation in Jordan unless registered in producers or suppliers without any the proper registry. In addition, Article 10(A) provides intervention from agents, commercial that an unregistered commercial agent shall not be enti- intermediaries or consultants. The tled to any privilege granted by law. (However, third Council of Ministers has the right to parties have the right to take legal action based on an include any [government] department unregistered agency if it was proven that such agency under these provisions of this article. existed in fact.) Moreover, Article 10(B) states that an unregistered commercial intermediary is not permitted Article 12 of the Commercial Agency Law contains to sue any party to a concluded contract for which the a more elaborate restriction: intermediary conducted intermediation activities. A. Notwithstanding the provisions of 8. Termination or Non-Renewal this Law or any other legislation, Jorda- nians and non-Jordanians are prohibit- Article 14 of the Commercial Agency Law states: ed from performing commercial agency If the principal cancels the commercial or commercial intermediation activities agency before the expiration of its term in the importation or sale of arms, without fault by the agent, or for any spare parts therefor, parts used to sup- illegitimate reason, the agent shall have plement or develop such arms (includ- the right to claim compensation from ing maintenance of such arms and the principal for damages incurred and spare parts and the warranty thereof), for lost profit. or ammunition supplied to the Jordan- ian Armed Forces and security organi- This legal provision is generally interpreted to mean zations. that a principal is not liable to pay any special termina- tion compensation to its Jordanian commercial agent if B. Upon the recommendation of a com- the commercial agency agreement simply expires petent authority, the Council of Minis- according to its terms, e.g., non-renewal rather than ter- mination.
14 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Article 15 of the Commercial Agency Law also pro- governments of the two major economies of India and vides that the principal and the replacement commer- Pakistan), the conclusion of SAFTA represents a positive cial agent shall be liable, jointly and severally, to pur- indicator of enhanced and mutually beneficial regional chase relevant inventory held by the former commercial cooperation for the countries and provides a framework agent, at purchase price or local market price, whichev- for concrete opportunities for trade between the signa- er is less, and to fulfill all obligations to third parties tory countries. arising from the former commercial agency. SAFTA proposes to build on the SAARC Preferen- 9. Choice of Law and Dispute Resolution tial Trade Agreement (SAPTA)3 signed in 1993 between the six countries by taking the scope and depth of con- Article 16(A) of the Commercial Agency Law cessions and envisaged reductions of tariff and non-tar- instructs Jordanian courts to take cognizance of all dis- iff barriers to intra-regional trade to a greater level than putes regarding protected commercial agency agree- previously afforded by the states in the region. ments. This rule might be considered a matter of Jor- danian public policy and, if so, Jordanian government SAFTA seeks to change the emphasis of SAARC ministries, departments and courts might refuse to economic regional cooperation from a policy of suste- enforce foreign arbitration clauses as conflicting with nance4 to actively enhancing5 it. SAFTA’s ambitions such public policy. Jordanian courts will not apply a extend to increasing the scope of the South Asian foreign law if it conflicts with matters regarded as Jor- regional trade dialogue to include issues of danian public policy. Jordanian courts might be most competition6; trade and transport7 facilitation through inclined to view the “dealer protections” favoring the progressive harmonization of legislation8; banking pro- Jordanian commercial agent (such as the rules of Arti- cedures9; macroeconomic consultations10; communica- cles 14 and 16(A) of the Commercial Agency Law) as tions11; foreign exchange regulations12; and immigration public policy to be applied irrespective of the foreign (currently SAFTA is only concerned with the facilitation governing law. of business visas).13 SAFTA also introduces a specific 14 The purpose of this summary is to highlight select- Trade Liberalisation Programme that phases down ed aspects of Jordanian commercial agency and distrib- tariffs and eliminates quantitative restrictions in conso- 15 utorship law, but it is not intended to provide legal nance with the obligations imposed by the WTO. Arti- advice on any specific question of local law. Readers cle 20 of SAFTA also provides for a detailed dispute set- 16 with any questions or comments may reach Mr. Stovall tlement mechanism under the auspices of a Council of by e-mail, [email protected]. Experts analogous to the Dispute Settlement Body (DSB) of the WTO. SAFTA also becomes the umbrella RTA for the region unlike SAPTA,17 which specifically Howard L. Stovall, Esq. envisaged the conclusion of other agreements between Law Office of Howard L. Stovall contracting states on a sectoral basis. Jordan SAFTA comes during a period where regional trade agreements (RTA) world-wide are proliferating. In fact, Pakistan the period following the launch of the Doha Develop- ment Agenda in November 2001 has been one of the The South Asian Free Trade Agreement most prolific in terms of notifications to the WTO of (SAFTA): Towards a Multilateral Framework RTAs under Article XXIIV of the GATT 1947: During this two-year period a total of 33 RTAs have been noti- Paper Prepared for the 10th SAARCLAW fied, of which 21 cover trade in goods, and 12 cover Conference Held at Karachi, Pakistan trade in services. In 2003 alone, 12 RTAs have been signed, negotiations have started on 9 new RTAs, and February 20–22, 2004 13 have been proposed worldwide.18 The reasons for Introduction the proliferation involved a variety of economic and political factors including the fact that more and more The South Asian Free Trade Agreement (SAFTA)1, regions in the world feel the need to pool their signed by the member states of the South Asian Associ- resources in an increasingly globalized world.19 Large ation for Regional Cooperation (SAARC) at Islamabad, economic groups like the EU are looking to extend Pakistan on the 6th of January 2004, presents the seven cross-continental/regional ties, whereas, predominantly South Asian countries2 with numerous opportunities in the Asian region (e.g., ASEAN etc.), other countries for participating in the multilateral trade agenda. Com- are looking towards cementing relationships with their ing at a time when diplomatic relations between the natural trading partners. nations of South Asia show definitive signs of improve- ment (specifically the thaw in relations between the
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 15 The aim of this article is to highlight issues dealing reflects an understanding of priorities that are instruc- generally with the use of SAFTA as a framework tive for all developing countries: Brazil is aware that towards building an understanding of the workings of although China has fast become Brazil’s third-biggest the multilateral trading system that will be beneficial trading partner, Brazil’s major export market is still the for the members of SAFTA. In this regard, the overall US, EU and Mercosur nations. Brazil’s exports to India philosophy of SAFTA (as well as the way SAFTA adds only amount to US $550 million26 thus emphasizing the to SAPTA) can be considered to specifically illustrate fact that, despite its political aspirations, Brazil will still issues for the multilateral trading system from which need to remain committed to the globalized multilateral the developing countries of SAARC can gain a degree trade agenda due to economic expediency. of exposure which can lead to their more proactive par- ticipation in the WTO. This article will posit that the The Structure of SAFTA original conception of RTAs as a building block towards Rules of Origin free trade20 as envisaged by the drafters of Article XXIV The text of the Agreement of SAFTA is sparse on of the GATT in 1947 holds true for SAFTA and SAFTA the details of implementing the policies which it pro- ought to be viewed as an opportunity towards enhanc- pounds. The Agreement reflects more of a policy docu- ing participation in the WTO and multilateral coopera- ment that apes the WTO’s structure in terms of the tion rather than necessarily perpetuating a parochial issues adopted and, apart from the cursory Trade Liber- protectionist sentiment. alisation Programme is sparse on practical provisions and details requisite for a harmonious RTA. The Philosophy of RTAs—Lessons From Brazil Specifically, the most important aspect of an RTA, The extraordinary and unprecedented level of activ- which can be a powerful trade policy instrument, are ity post-Cancun regarding negotiations and explo- the Rules of Origin (RoO), (both preferential and non- rations of future RTAs21 reflects the fact that confidence preferential) negotiated under an RTA. The negotiation in aspects of the multilateral system has suffered a set- of a Rules of Origin Agreement will be determinative of back after the stalemate between the Brazil- and India- SAFTA being either a trade creating or a trade diverting led G-20 group of developing countries and the rest of RTA. the “developed” world. Certain advocates of SAFTA within the South Asian region view SAFTA as falling Under Article XXIV, the WTO specifically provides within the larger construct of building South-South for the creation of RTAs which can seek to achieve uni- cooperation predicated on the political vision of the lateral trade liberalization within a certain region. To Non-Aligned Movement of the 1970s.22 This view of oversee this process, the WTO has also set up a stand- building a southern block of developing countries is ing Committee on Regional Trade Agreements (CRTA) given further impetus by the fact that one of the that oversees the compliance of RTAs notified to the world’s largest markets, the EU, has the highest concen- WTO under Article XXIV with the provisions of the tration of RTAs in the world, numbering over 100 RTAs WTO. In this regard one of the major compliance issues within the European continent.23 The Brazilian Presi- of an RTA is embodied in Article XXIV:4 which states: dent, Mr. Luiz Inacio Lula da Silva (a former trade union organizer), is one of the more vocal proponents 4. The contracting parties recognize the of South-South cooperation and has been instrumental desirability of increasing freedom of in the formation of the G-20 block.24 The political vision trade by the development, through vol- underlying Brazil’s endeavors stem from the ultimate untary agreements, of closer integration aim of achieving a permanent seat at the UN Security between the economies of the countries Council—an issue on which both India and South parties to such agreements. They also Africa, two of the major players in the G-20, have a con- recognize that the purpose of a customs vergence of interest with Brazil.25 union or of a free-trade area should be to facilitate trade between the con- At the same time, Brazil has also increased its mul- stituent territories and not to raise bar- tilateral participation by recently entering into a Merco- riers to the trade of other contracting sur RTA between the countries of that region and is parties with such territories. (Emphasis seeking to increase its participation by entering a mega added.) block of the Free Trade Agreement of the Americas (FTAA) as well as an EU-Mercosur Trade Agreement. One of the responsibilities of the CRTA and the sig- Thus by becoming a “hub” country capable of enjoying natories to SAFTA will be a careful study of the RoO the benefits of various trade agreements, Brazil is seek- established under SAFTA to ensure that they do not end 27 ing to expand its exports with North-South trade while up raising barriers to trade of third parties to SAFTA. also pursuing a policy of South-South Trade. This The aim of the CRTA is to adopt a rules-based approach
16 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 to balancing the requirement of an RTA to derogate Estevadeordal & Suominen also propose that the draft- from the provisions of the WTO with the need to ensure ing of RoOs should be harmonized amongst the world’s the smooth functioning of the WTO trading systems. In RTAs in order to ensure that the least degree of distor- this regard, the CRTA will be employing the decisions tions take place within intra-regional trade. on interpretations laid down by the DSB and the Appel- late Body (AB)28 to balance its quasi-executive/adminis- RTAs as a Laboratory-SAFTA trative findings. The position is still unclear whether the The example of the EU quoted above can lead to CRTA would be open to a process akin to judicial the impression that the number of RTAs within a region review by the DSB.29 are what matter. However, it is a recognized fact that the actual number of RTAs that a county enters into are The importance of RoO in multilateral agreements not determinative of its economic importance, instead it is underscored by the fact that the CRTA has raised the is the sizes of the economies involved in that RTA that preferential RoO to a systemic issue in the negotiation matter. “For example, while the United States participates in agenda. Meanwhile, the WTO Committee on Rules of only three of the some 180 FTAs notified to the WTO as of Origin is making strides towards finalizing the process October 2003, the size and importance of the U.S. economy of harmonizing non-preferential RoO at the global mean that these FTAs account for a significant share of world level.30 This reflects the trade distorting effects that RoO trade: in 2002, intra-NAFTA merchandise imports accounted may potentially have on an RTA. Specifically, the most for 9% of world imports, while intra-NAFTA merchandise important consideration to be guarded against is that exports accounted for 10% of world exports.”34 RoO should not lead to trade diversion in the shape of the substitution of a more costly source of supply with- In this regard, it is instructive for the member states in the area for a less costly source outside the area.31 of SAFTA to follow Brazil’s policy of economic expedi- The aim instead should be trade creation defined as ency and keep a focus on the multilateral agenda for “the substitution of a lower cost source of supply with- trade. The spirit of regional cooperation provides a in the area for a more costly source in the importing building block for SAARC developing countries to test country.”32 and experience negotiations at the multilateral level. Ways in which these countries may find themselves At the Seminar on Regional Trade Agreements & able to gain a measure of rules-based multilateral expe- the WTO held on 14th November 2003, Estevadeordal rience can come from their participation in trade negoti- & Suominen, of the Integrated, Trade and Hemispheric ations; both in negotiating concessions on tariff barriers Issues Division, Integration and Regional Programs as well as corollary RoO agreements, etc. Also, SAARC Department Inter-American Development Bank Wash- developing countries can use the CoE of SAFTA to gain ington, DC, in their paper “Rules of Origin in the World exposure to the settlements of trade-related disputes Trading System,” have made three basic contentions on (especially in relation to safeguard35 and balance of RoOs: payments36 measures that may be required); thus build- First, the design of rules of origin ing an institutional memory on dealing with trade-relat- regimes has important implications to ed dispute settlement that can prove invaluable in con- trade flows: the more restrictive the testing claims before the WTO’s DSB. RoO, the larger the trade diversion and Further, the unilateral liberalization that is envis- other negative economic effects they aged in taking place in SAFTA can also lead to teething create. Second, despite an ostensive de issues in participating in the WTO being mitigated and facto global convergence toward a few easier to handle. This is reflective in the fact that trade ostensibly similar preferential RoO liberalization under SAFTA requires legislation to be regime models, even slight existing harmonized to allow investment and trade and trans- inter-regime differences can have port facilitation; part of the major so-called Singapore important implications to firms’ out- issues of the WTO. In this manner, a RTA generally, and sourcing and investment decisions the SAFTA specifically, can potentially lead to a more world over, and potentially lead to the phased-in approach to reaching a de minimus standard rise of exclusive trade- and investment- from which the jump up to full WTO compliance can be diverting hubs. Third, the Doha Trade facilitated. By recognizing the member states’ obliga- Round presents a unique and most tions under the WTO,37 SAFTA seems to envisage this timely opportunity for attacking the process and it is hoped that the negotiations that are to distortions generated by restrictive and follow will be in line with the requirements of the WTO divergent RoO through multilateral so as to allow SAFTA to be a controlled laboratory with- means.33 in which the member developing countries can test their abilities at multilateral trade negotiations.
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 17 In addition, with a successful experiment under She said the broader objective of the deliberations SAFTA in relation to the trade in goods, further liberal- was to encourage the concept of consultation and izations38 on other issues of importance such as Sani- debate with respect to government policy in Pakistan. tary and Phitosanitary Measures, TRIPS, Intellectual Maleeha detailed Pakistan’s economic reform Property Rights Measures, Services, etc. can also be efforts and stressed that the country viewed FDI as the undertaken. key to enable it to develop its full potential and achieve Conclusion economic progress. The conclusion of SAFTA is an important first step Endnotes towards forming a building-block towards greater mul- 1. The text of the treaty is available at: http://www.saarc-sec.org/ tilateral integration in trade. The follow-up agreements summit12/saftaagreement.htm on 15th February, 2004. on concessions, dispute settlement, Rules of Origin, etc. 2. The seven nation signatories to SAFTA and SAARC include the have to be carefully monitored and should be seen as nations of the People’s Republic of Bangladesh, the Kingdom of opportunities towards gaining experiences for the Bhutan, the Republic of India, the Republic of Maldives, the WTO’s more complex rules. The philosophy of SAFTA Kingdom of Nepal, the Islamic Republic of Pakistan, and the should be to view it as a stepping stone towards greater Democratic Socialist Republic of Sri Lanka. integration into the world economy and the WTO as 3. See Recitals 4 & 6, and Article 22 of SAFTA. well as a laboratory for understanding the WTO’s com- 4. Article 2(1) of SAPTA. plexities. This is imperative for the developing coun- 5. Article 2 of SAFTA. tries in the region since a myopic focus on regional 6. Id. Art. 3(1)(b) & 8(j). cooperation will only lead to the perpetuation of 7. Id. Art. 8(g) & (k). parochial protectionism within the region and defeat 8. Id. Art. 3(2)(e) & 8(a)-(e). the purpose of the enthusiastic first step that SAFTA 9. Id. Art. 8(f). Article 8(j) specifically mentions venture capital as can represent. Such a view can only result in harming being an issue for liberalization. the countries involved with SAFTA through a self- 10. Id. Art. 8(i). imposed isolation from the international trading com- munity. 11. Id. Art. 8(k). 12. Id. Art. 8(l). Shahid Irfan Jamil, Esq. 13. Id. Art. 8(m). Jamil & Jamil 14. Id. Art. 7. Pakistan 15. Id. Art. 7(5). 16. Compare with Article 20 of SAPTA. Bilateral Investment Treaty—Pakistan and 17. SAFTA Art. 1(6). the United States 18. Clem Boonekamp “The Changing Landscape of RTAs,” Region- Pakistan’s High Commissioner to Britain, Dr. al Trade Agreements Section Trade Policies Review Division of the WTO Secretariat, 2002. Maleeha Lodhi, has said that Pakistan will have to bal- ance risks and benefits while considering the proposed 19. SAFTA recognizes this proliferation in Recital 5. bilateral investment treaty (BIT) between Pakistan and 20. Lloyd & MacLaren, infra note 21, pg 1. the United States, says a press release. 21. P.J. Lloyd & Donald MacLaren, “The Case for Free Trade and the Role of RTAs,” University of Melbourne, 2002 at pg 23. She was speaking at a symposium of international 22. The Economist, “Looking south, north, or both?” February 7th, lawyers held here on the “Implications of a Potential 2004 pg. 37. US-Pakistan Bilateral Investment Treaty (BIT).” Organ- 23. See Boonekamp, supra note 18, pg. 1. ised by Mehnaz Malik of the British Pakistan Law 24. See supra note 22. Council in collaboration with the American Bar Associ- 25. Id. ation’s International Law section and the New York 26. See supra note 22. State Bar Association, the symposium saw lively debate and discussion on issues relating to investment treaties 27. In the Turkey-Textiles case, the Appellate Body of the WTO has held that Article XXIV does not merely constitute an exception between developing and developed states. to the Most Favoured Nation (MFN) provisions of the WTO, but in fact the AB has interpreted Article XXIV as potentially consti- Maleeha told the participants that Pakistan took its tuting a departure from other provisions of the WTO. At the international obligations and commitments very seri- same time, to restrict a carte blanch interpretation and to restrict ously. Therefore, a discussion at such a high level of cal- RTAs from going too far, the AB establishes the burden of proof ibre and expertise on the legal implications of a pro- on the RTA to assert an affirmative defense to a derogation from the GATT principles. In this regard, the AB lays down a two- posed investment treaty was of great interest to the pronged test for such an affirmative defense that states: government and people of Pakistan.
18 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 a) that the arrangement overall meets the conditions of para- base accessible by anyone worldwide at USPTO.GOV graphs 5 and 8 of Article XXIV; and should send a strong signal to competitors to avoid b) that the infringement between members is necessary in order choosing a similar brand name that is likely to cause to complete the arrangement. confusion in the marketplace. This advantage starts sev- 28. James H. Mathis, Ch.11 “Systemic issues in the CRTA” Regional eral weeks after filing an application as records of Trade Agreements in the GATT/WTO, Asser Press, 2002 at para 11.2. newly filed trademark and service mark applications are constantly added to the database at USPTO.GOV. 29. Id. Other benefits of registering marks with the United 30. Estevadeordal & Suominen, infra note 33, pg 1. States Patent and Trademark Office include (1) nation- 31. Lloyd & MacLaren supra note 21, pg 1. wide trademark and service mark priority rights, (2) 32. Id. presumption of validity and exclusive rights to use the 33. Estevadeordal & Suominen, pg 1. The authors move on to mark in the United States, (3) availability of “incon- analyse the trade distorting/creating effects of different types of testable” status after five years of continuous use (a RoOs namely the Change in Tariff Classification (CTC), the type of immunity from many types of challenges that exceptions attached to a CTC (ECTC), Value Content (VC) and Technical Requirements (TECH). can be filed by third parties against the registration), (4) 34. Regional Trade Agreements Section Trade Policies Review Divi- reliance by the USPTO upon a federal registration in sion WTO Secretariat Paper, prepared for the Seminar on rejecting a third party’s application that is confusingly Regional Trade Agreements & the WTO held on 14th November similar, (5) ability to use the registration symbol, “®”, to 2003 pg 1. give nationwide notice of trademark rights, (6) potential 35. Art. 16 of SAFTA. availability of recovering treble damages and attorneys’ 36. Art. 15 of SAFTA. fees in an infringement proceeding, and (7) ability to 37. Art. 3(2)(b) SAFTA. block the importation of infringing goods through the 38. Envisaged by Art. 3(1)(d) of SAFTA. assistance of the U.S. Customs Service by recording the trademark registration details. Mahnaz Malik, Esq. Before rolling out new products or advertising serv- Simmons & Simmons ices in the United States, it is recommended that com- London panies conduct a full U.S. trademark/service mark search. With the assistance of U.S. trademark counsel, United States companies should assess whether a particular brand name, slogan, or logo is available for use and registra- Expand Your Brand Into the U.S. tion in the United States. A thorough search should include research and analysis of pending and registered This article originally appeared in the October 1, federal trademarks and service marks, state trademarks 2004, issue of The Lawyers Weekly. and service marks, common law marks, filings made Imagine a toy company in Toronto gearing up to pursuant to the Madrid Protocol, Internet domain globally market a mechanical marvel by Christmas. At names, and Web sites. Receiving the green light from the same time, a hotel in Montreal is readying a new counsel is only a preliminary step for brand expansion Web site that is expected to be viewed by prospective into the United States. Canadian companies seeking to American revelers planning their New Year’s Eve cele- conduct business in the United States should also con- brations. Across the country, in Vancouver, a clothing sider registering their trademarks and service marks manufacturer has grand plans to set a fashion trend with the USPTO. The benefits of registration will likely next fall with its new line of clothing and accessories. outweigh the initial costs of obtaining the registration. All three Canadian companies have their eyes set on Presently, the official filing fee charged by the USPTO is selling and advertising their goods and services in the US $ 335.00 per class of goods or services listed in the United States and expanding their brands across inter- application. It is possible to file a multiple class applica- national borders. tion covering a wide range of goods and services. Com- panies should also budget for legal fees and costs asso- Central to brand expansion into the United States is ciated with the preparation and prosecution of the the strategic development of a strong trademark/serv- application. ice mark portfolio that sufficiently protects the source identity of a company’s important intellectual property Enjoying the benefits of a United States trademark assets. Building such a portfolio in the United States or service mark registration may not be possible if a carries significant benefits for Canadian companies. Canadian company is unable to demonstrate its priority Competitors are likely to keep a close watch on marks rights in a particular mark in the United States. Use of a used (or anticipated to be used) in a particular industry. mark in Canada does not automatically confer priority Inclusion of a company’s marks in a government data- rights in the United States. Therefore, the adage “timing
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 19 is everything” can be considered a guiding principle for still assert a bona fide intent to use the mark in com- brand expansion into the United States. In order to merce on or in connection with the underlying goods or secure valuable priority rights in the United States, it is services. essential that trademark or service mark applications be In the absence of Canadian or other non-U.S. appli- filed early on in the development of the product or cations or registrations, Canadian companies may also service. base their applications upon use in commerce or upon Canadian companies seeking to file applications to intent-to-use. Critical to brand development and expan- register marks in the United States may base their sion into the United States is the prompt filing of an applications on use (shipping goods into or advertising intent-to-use trademark application when applicable. and rendering services in the United States), intent-to- Under the intent-to-use system, no use need be made or use (based upon a bona fide intent to use the mark in shown in the United States at the time the application is commerce), ownership of a Canadian or other non-U.S. filed. However, proof of use will be required to be filed registration, or ownership of a Canadian or other non- after a Notice of Allowance issues. The Notice of U.S. trademark application (trademark priority is Allowance can be expected to issue eleven or twelve accorded provided that the U.S. application is filed months after the application is filed provided the within six months of filing the Canadian or other non- USPTO has not issued an Office Action and third par- U.S. trademark application). It is usually the case that a ties have not opposed the application. In addition, the Canadian company with plans to expand into the Unit- Canadian company may seek extensions of time to ed States will already own a Canadian trademark regis- prove use in commerce. Filing an intent-to-use trade- tration or a pending Canadian application for the same mark application requires the Canadian company to goods or services. Ownership of these intellectual prop- simply have a bona fide or “good faith” intent to use erty assets should be communicated to counsel in the the mark in commerce in connection with its goods or United States before filing an application in the United services. Priority in the mark can be obtained before States. Such information is helpful in determining the outlaying considerable funds for advertising, market- availability of basing trademark rights pursuant to Sec- ing, and packaging. It is helpful to keep records consist- tion 44 of the Lanham Act. Under this section, non-U.S. ing of corporate minutes, business plans, contracts, nationals may identify the non-U.S. application or regis- receipts or other evidence should the company be tration, such as a Canadian application or registration, required, for example, during litigation enforcing its along with a statement that the applicant has a bona trademark rights, to demonstrate that it had a bona fide fide intention to use the mark in commerce on or in intent to use the mark in the United States when it filed connection with the underlying goods or services. The its application with the USPTO. advantage to such a Section 44 filing is that a Canadian From start-ups eager to enter the American market, company need not prove use of the mark in the United to companies that have successfully built brands that States in order to obtain a United States registration. have spanned borders worldwide, it is critical to have a Moreover, dates of use or trademark specimens are not trademark strategy in place now and for the future. required at the time of filing. It is important to note that Making the necessary trademark filings today will like- the mark must be used in commerce with or in the ly serve pivotal roles in future opportunities for licens- United States after the registration issues in order to ing and franchising, combating infringing and gray maintain the registration. Failing to do so places the market goods at the border, and providing the best registration at risk for cancellation. level of protection for a company’s valuable intellectual Another strategic advantage offered under Section property assets. 44 of the Lanham Act is the ability to claim trademark priority rights in the United States based upon an earli- Kenneth D. Suzan, Esq. er filed application in another country under Section Hodgson Russ LLP 44(d). This option is only available if the U.S. applica- Buffalo, New York, USA tion is filed within six months of the filing date of the non-U.S. application. For example, if an application is filed in Canada on October 1, 2004, the corresponding United Nations application must be filed with the USPTO no later than This article originally appeared in the December 12, April 1, 2005 in order for the applicant to claim the ear- 2003 issue of The Lawyers Weekly. lier October 1, 2004 priority filing date in the United States. This earlier date could prove to be very helpful UN Sale of Goods Convention May Be Trap during trademark priority disputes with third parties with respect to priority rights in the United States. An for the Unwary applicant under Section 44(d) of the Lanham Act must The United Nations Convention on the Internation- al Sale of Goods (CISG) governs a trade between Cana-
20 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 da and the United States, as well as among 60 other sig- Academic commentary further suggests that the natory states. Despite the CISG’s far-reaching conse- CISG applies to true sales only and not to leases and quences, many North American legal practitioners on licenses. But, as any commercial practitioner knows, both sides of the border are barely aware of the CISG, distinguishing a true sale from something else is not which was enacted in 1980 and adopted by the United always simple. The CISG does not define “sale,” so a States and Canada in 1988 and 1992, respectively. court would have to resort to other law to resolve this question. Equally striking, Canadian and U.S. courts have only limited experience in applying the CISG. There are No less complicated is the term “place of business.” only a handful of published U.S. opinions that discuss The CISG provides that “if a party has more than one any of its numerous provisions in detail, and there is place of business, the place of business is that which even less Canadian caselaw. It appears likely that courts has the closest relationship to the contract and its per- are continuing to apply Canadian or U.S. law even formance.” (CISG Art. 10). where the CISG clearly ought to govern. But assume that Company A, a Canadian manufac- These circumstances suggest that while the CISG turer, through an American sales office contracts to was enacted with the laudable goal of promoting uni- deliver widgets to Company B, an American company, formity in international transactions, the opposite may at its German distribution centre. Company A’s widgets be occurring. At least in North America, the CISG may are custom-designed in Canada but manufactured in be a trap for the unwary—a set of only partially tested Ireland, a non-contracting state. Where is Company A’s and poorly understood rules which courts neither uni- place of business? formly nor predictably apply. Differences from North American Common-Law Applicability Traditions In the absence of contrary agreement, the CISG The often nebulous question of the CISG’s applica- applies to “contracts of sales of goods between parties bility might not be so disconcerting if its substantive whose places of business” are in different CISG con- provisions were consistent with existing North Ameri- tracting (i.e., signatory) states. (CISG Art. 1(1)). can law. The CISG, however, varies significantly from both the U.S.’s Uniform Commercial Code (UCC) and (The full text of the CISG is available, among other applicable Canadian law, including the Sale of Goods sources, at the website of the Institute of International Act. Commercial Law of Pace Law School (www.cisg.law.pace.edu).) For example, the CISG is less formal with respect to contract formation than the UCC. There are no CISG In addition, the CISG applies where only one of the counterparts to such familiar doctrines as the Statute of parties has its place of business in a contracting state, if Frauds and the Parol Evidence Rule. (See M.C.C. Marble private international choice of law principles lead to the Ceramic Center, Inc. v. Ceramica Nuova D’Agostina S.p.A., application of that state’s law. (CISG Art. 1, (1)(b). The 144 F.3d 1384, 1388-89 (5th Cir. 1998).) Significantly, the U.S., however, has opted out of this provision.) CISG emphasizes subjective rather than objective intent The CISG thus generally applies whenever parties in determining whether a contract has been formed, whose respective places of business are the U.S. and unlike common-law traditions. (CISG Art. 8/1, (2).) Canada contract for the sale of goods. (See, e.g., Chicago Courts are to give “due consideration . . . to all relevant Prime Packers v. Northam Ford Trading Co., 2003 WL circumstances of the case including the negotiations, 21254262 (N.D. Ill. 2003).) Even this proposition is not any practices which the parties have established as simple as it may seem, given the realities of modern between themselves, and any subsequent conduct of business. the parties.” (CISG Art. 8/3).) For example, what does “contracts of sales of Another important area of departure is the absence goods” mean? “Goods” presumably refers to movable, of the perfect tender rule, which permits a buyer to tangible objects and excludes real estate and services. reject non-conforming goods without question. Instead, The CISG further explicitly excludes goods brought for the buyer may declare the contract avoided only if “the personal or household use, at auction, as well as ships, failure by the seller to perform . . . amounts to a funda- aircraft, and securities. (CISG Art. 2) mental breach of contract.” (CISG Art. 49(1)(a).) Further, many courts have construed CISG notice provisions as Nevertheless, it is not clear to what extent the CISG requiring a high degree of specificity, and the CISG lim- applies to certain forms of intellectual property. Are its the default notice period to two years. (CISG Art. “shrink-wrap” computer programs goods? Downloads? 39(2).)
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 21 These are just a few of many differences between A Word from Our New Chair the CISG and North American law. Perhaps outweigh- (Continued from page 2) ing the significance of individual variations, however, is the paucity of guiding North American precedent. sion standards for foreign and U.S. lawyers seeking to Indeed, given the CISG’s international character and cross national borders. explicit goal of promoting legal uniformity, many Speaking of committees, I want to thank the most believe that courts interpreting the CISG should look active of our committees, including the Tax Aspects of primarily to academic commentary and foreign prece- International Trade & Investment, Central & Eastern dent for authority. However laudable in theory, such an European and Central Asian Law, International Human approach, if applied, will hardly simplify the essential Rights, International Banking, Securities & Financial tasks of advising clients and weighing litigation risks Transactions, United Nations & Other International for practitioners schooled in the common law. Organizations, International Privacy Law and the Given the uncertainty associated with the CISG, Women’s Interest Networking Group for their contin- international sellers and buyers are well advised to con- ued work and programs. Also, although not technically sider specifying the application of other law. a committee, I want to take special notice of the revital- ized Western New York Chapter, which has held Nevertheless, the CISG will often be unavoidable. impressive programs and plans more for 2005. We look Parties are not always willing to consider choice of law forward to the activities of all the committees (and provisions. Moreover, even very significant agreements chapters) and urge you to become active in as many as are often made orally. In such cases, attempts to insist you can. upon written choice of law terms will fail unless there is an explicit, subsequent mutual agreement. (See Chateau In addition to our committees, Section members are des Charmes Wines Ltd. v. Sabate USA Inc., 328 F.3d 528 no doubt familiar with our three publications, the New (9th Cir. 2003).) York International Law Review, the International Law Practicum, and the New York International Chapter News. International practitioners therefore have little You are welcome to contribute to all three, which are choice but to become well versed in the provisions of circulated to all 2,000+ members of our Section, world- the CISG in order to safeguard their clients’ interests. wide.
Benjamin M. Zuffranieri, Jr., Esq. Whew! Our group certainly is active and I could go Hodgson Russ LL.P. on and on . . . but won’t as I am out of superlatives and Buffalo, NY have used up my quota of commas. Instead, I will sim- ply say, “I look forward to seeing you at the Section and committee events and in London in October.” 2005 will be another exciting year for our Section and we all hope you will be part of it.
Robert J. Leo, Chair Meeks & Sheppard New York, NY
Request for Contributions Contributions to the New York International Chapter News are welcomed and greatly appreciated. Please let us know about your recent publications, speeches, future events, firm news, country news, and member news. Oliver J. Armas Richard A. Scott
22 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Firm News Available on the Web Hodgson Russ Partner Pamela Davis Heilman Inducted into Western New York • New York International Women’s Hall of Fame Chapter News Pamela Davis Heilman, Esq., a partner and vice • New York International Law president of community relations at Hodgson Russ LLP, was recently inducted into the Western New York Review Women’s Hall of Fame. She was one of five women honored this year for the ways in which they have • International Law Practicum enriched the community and inspired other women to succeed. www.nysba.org/ilp Ms. Heilman is one of the lead lawyers in the Firm’s cross-border Canada/U.S. practice and regularly counsels Canadian organizations and businesses con- sidering expansion into the United States. She also has extensive experience counseling nonprofit organizations and closely held businesses. Her career allows her to create opportunities for women on an international scale, advancing their business and professional status and sharing her leadership skills with businesswomen on both sides of the border. As the first woman to chair the United Way Board, she helped create the United Way’s women in board governance program and the Western New York Women’s Fund. Her success has earned her an Athena award and recognition from many community and academic organizations. Back issues of the International The Western New York Women’s Hall of Fame was Law and Practice Section’s created by Project FLIGHT to honor women who serve as role models for other women to help enrich their publications (2000-present) are lives, expand their expectations, and ensure their suc- available on the New York State cess. Project FLIGHT is a nonprofit organization of Buf- falo State College devoted to promoting literacy in chil- Bar Association Web site. dren, pre-kindergarten through high school, and their caregivers through school and family initiatives. Back issues are available at no charge to Section members. You must be logged in as a member to access back issues. Member News For questions, log-in help or to obtain your user name and password, e-mail [email protected] or call Arthur Anyuan Yuan, an attorney with the firm of McCabe & Mack LLP, Poughkeepsie, New York, a mem- (518) 463-3200. ber of the Committee on Publications, and Committee on Asia Pacific Law and a practicing attorney from Indexes China, has recently published the following articles: Enforcing and Collecting on Foreign Judgments in For your convenience there are also China From a U.S. Creditor’s Perspective, George searchable indexes in pdf format. Washington International Law Review, Vol. 36, No. 4 (Summer 2004); Investing in a Minority Position in To search, click “Find” (binoculars icon) China—Vulnerability, Vigilance and New Legislative on the Adobe tool bar, and type in Development, Harvard China Review, Vol. 4, No. 1 search word or phrase. Click “Find (Winter 2003). Mr. Yuan is a graduate of Albany Law Again” (binoculars with arrow icon) to School of Union University (magna cum laude) and continue search. People’s (Renmin) University of China Law School.
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 23 Event News
Mexico: News from the General Secretariat were meetings of the Latin American Chapter Chairs of the Arbitration Center of Mexico (CAM) and of the IL&PS Executive Committee. Featured The General Secretariat of CAM has a new Secretary speakers included U.S. Ambassador to Chile, Craig A. General, Carolina Castellanos López, which counts with Kelly; the Chilean Minister of Foreign Relations, Ignacio the experience of his participation in CAM during the Walker Prieto; the Presidents of the Colegio de Aboga- last years. dos de Chile A. G., Sergio Urrejola, and of the New York State Bar Association, Kenneth G. Standard; the Furthermore, with the idea of fortifying CAM pres- prominent businessman and lawyer, Ricardo Claro ence as arbitral institution in Mexico and Latinamerica, Valdés; a leading economist, Ricardo Matte Eguiguren, Luis Manuel Pérez de Acha, a recognized Mexican lawyer, and the Director of the Chilean Internal Revenue Ser- and Sofía Gómez Ruano, former Secretary General of vice, Juan Toro Rivera. CAM, will participate as Deputy General Counsil of CAM. The social events also reached new levels of sophis- Info: http://www.camex.com.mx tication from the receptions at the U.S. Ambassador’s Residence, followed by a garden reception and grand Cambios en la Secretaría General del Centro de Arbitra- dinner at the nearby Club de Golf Los Leones in Las je de México (CAM) Condes, to a spectacular reception and gala dinner A partir del pasado 1 de noviembre de 2004, la Sec- dance with a 20-piece orchestra playing classical music retaría General del CAM tiene un nuevo Secretario Gen- in the garden and dance music into the morning under eral, Carolina Castellanos López, quien cuenta con la a tent on the terrace of the magnificent Palacio Cousiño. experiencia teórica y práctica que le ha dado su partici- There also was a reception and dinner at the Club Hipi- pación en el CAM desde hace algunos años. co, highlighted by the running of the 2004 NYSBA Cup race, and an exquisite reception in the garden and Asimismo, con la idea de seguir fortaleciendo la luncheon following at the beautiful and historic Viña presencia del CAM como institución arbitral en México Santa Rita owned by Don Ricardo Claro, as well as a y Latinoamérica, se han integrado al Consejo General en Sunday brunch at the Art Gallery Animal in Vitacura carácter de Consejeros Adjuntos el licenciado Luis exhibiting the work of the renowned Chilean artist Manuel Pérez de Acha, reconocido jurista mexicano, así Roberto Motta, and a lively reception at The Ritz-Carl- como la que fuera Secretario General del Centro los últi- ton terrace on Tuesday evening for the Chapter Chairs mos cuatro años, Sofía Gómez Ruano. and other early arrivals from Latin America and New Info: http://www.camex.com.mx York on the Steering, Local Organizing and Regional Advisory Committees. New York State Bar Association Record sponsorship revenues from many law firms International Law and Practice Section and corporations in the U.S., Latin America and Europe enabled the Committees to maintain moderate fees for Fall Meeting the various events, while generating a respectable sur- The Section’s Fall Meeting at The Ritz-Carlton plus. In implementing the plans developed on several Hotel in Santiago de Chile surpassed prior Fall Meet- of his trips in recent years while visiting Santiago, the ings in almost all respects. New peaks were reached Chair was greatly assisted by many people on the vari- with 300 participants from almost every country in ous Committees, especially Michael Grasty Cousiño, Latin and North America, as well as a few from Europe, Francis Lackington G. and Cristian Eyzaguirre in Santi- including practicing lawyers, corporate counsel, law ago; Soraya E. Bosi, who spearheaded the sponsorship professors, judges and government officials at 24 well- effort; Linda Castilla, the IL&PS Meeting Coordinator; attended programs, in addition to the Opening and and, of course, the Chair of the Meeting, Oliver J. Closing Plenary Sessions, over two and one-half days. Armas. Prior to the substantive legal conference itself, there
24 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 SCENES FROM SANTIAGO
INTERNATIONAL LAW AND PRACTICE SECTION 2004 FALL MEETING
NOVEMBER 10-14, 2004
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 25 26 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Summary of the MCLE Program at the synopsis of the UN Convention and compared it to a Annual NYSBA ILPS Meeting relatively early U.S. statute that affects international commerce, the 1977 Foreign Corrupt Practices Act. The Impact on International Commerce of the U.S.A. Patriot Act, Sarbanes-Oxley and other Recent In Part II of the Program, moderated by Lorraine U.S. Laws was the title of the MCLE program that The Power Tharp, Esq. (Whiteman, Osterman & Hanna, International Law and Practice Section presented at the LLP), former President of the New York State Bar Asso- Annual Meeting of the New York State Bar Association ciation, eight Canadian practitioners from four of Cana- on Wednesday, January 26, 2005 at the Marriott Marquis da’s most prestigious business law firms, addressed The Hotel in New York City. The Corporate Counsel Section View From Canada: how recent U.S. legislation affected co-sponsored the Program. international commerce between Cana- da and its southern neighbor. The Program focused on how recent U.S. legislation influences the Dunniela Kaufman, Esq. and Dal- international flow of people, labor, ton Albrecht, Esq. from the Toronto bribes, goods, data, securities and office of Fraser Milner Casgrain, LLP money. addressed the flow of goods between U.S. and Canada in Border Security: The The Program was divided into two New Normal and its Impact on North parts. In Part I, moderated by Joyce M. South Business Flows. Hansen, Esq. (the Federal Reserve Bank of New York), six New York practition- Elizabeth L. McNaughton, Esq. and ers addressed new developments in Richard F. D. Corley, Esq. from the U.S. employment, immigration and anti-corruption Toronto office of Blake, Cassels & Graydon, LLP laws. addressed privacy concerns and the flow of data in Cur- rent Issues in Outsourcing Transactions: Canadian Privacy The first panel, consisting of Jan H. Brown, Esq. Laws, the Patriot Act and Other Considerations. (Law office of Jan H. Brown, P.C.), Allen E. Kaye, Esq. (Law Offices of Allen E. Kaye, P.C.) and Kenneth A. Jeffrey A. Kaufman, Esq. and Geoff A. Clark, Esq. Schultz (Satterlee Stephens Burke & Burke, LLP), from the Toronto office of Fasken Martineau DuMoulin, focused on the flow of people in a presentation entitled LLP discussed the substantial impact of Sarbanes-Oxley The Impact of Antiterrorist Legislation on the Lawful and other U.S. securities laws on Canadian companies Employment of Foreign Nationals in the United States and and Canadian regulation of securities in Getting No Related Concerns—The Immigration Issues. Sleep In the Continental Bed: American Securities Enforce- ment Initiatives Reverberate in Canada. The second panel, consisting of Philip M. Berkowitz, Esq. (Nixon Peabody, LLP) and Donald C. The final panelists were Alix d’Anglejan-Chatillon, Dowling Jr., Esq. Esq. and Kenneth G. Ottenbreit, Esq. from the Montreal (Proskauer and New York City offices, respectively, of Stikeman Rose, LLP), Elliott, LLP. They addressed the evolving global compli- focused upon ance standards for international financial institutions in international Cross-Border Anti-Money Laundering and Anti-Terrorist labor issues and Financing. introduced a The Canadian panelists theme of the stressed that Canada was morning’s fol- the United States’ largest lowing panels: trading partner and that how recent U.S. the economies of the Unit- legislation was ed States and Canada were part of an evolution to establish basic global standards fundamentally interde- for multi-national companies that operate throughout pendent. the world. The title of the second presentation was The Emergence of Multinational Employment Law—The Program Chair, John F. Extraterritorial Application of U.S. and Foreign Employment Zulack, Esq. (Flemming, Laws. Zulack & Williamson, LLP), closed the program by thanking the moderators Professor Charles Biblowit of St. John’s University and panelists for presenting a highly interesting, cohe- School of Law concluded Part I of the Program with a sive and educational MCLE program on a subject that is presentation on The Impact of the UN Convention Against central to the Section’s work. Corruption on U.S. Business. Professor Biblowit gave a
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 27 SPECIAL MENTION: need careful planning. We also count with a strate- gic alliance with the Brazilian Veirano Advogados. We would like to specially thank the firms that helped make the NYSBA International Law and Practice Sec- II. AREAS OF PRACTICE—BKG provides counseling in tion Fall Meeting 2004 so successful. Without their gen- cross-border ventures, M&A, financial transac- erous sponsorship contributions, the meeting would not tions, capital markets, energy and natural have had the same success: resources, privatizations of public utilities, and has a leading practice in international tax and tax-free Advocacia Celso Botelho de Moraes S/C planning and reorganizations. Our firm has advised on the investment strategy and protection I. GENERAL FIRM INTRODUCTION—We are a Brazilian framework of privatizations in developing coun- Law Firm, established in 1978, with specialty in tries. BKG represents clients in judicial, adminis- Corporate Law. Our clients are Corporations of trative and arbitration courts, and advises clients various sizes and industries. Our Head Office is on legal strategies to achieve, expedite, and prac- located at São Paulo, Brazil. Our branch offices in tice in and out-of-court settlements. We have Brazil are in Brasilia, DF, Belo Horizonte, MG and advised, negotiated, and obtained leading case in the US we have offices in Miami, FL and New solutions for our clients on bilateral investment York, NY. treaties, temporary imports of high technology, II. AREAS OF PRACTICE—Corporate Law, Tax Law, Tax antitrust and tax matters and have devised effi- Planning, M&A, Environmental Law, Labor Law, cient financing structures. Litigation. III. INDUSTRIES SERVED—BKG is a law firm oriented to III. INDUSTRIES SERVED—Chemical, Pharmaceutical, the energy, mining, oil, gas and water sector, as Automotive, Steel, Machinery, and others. well as technology infrastructure projects, telecom- munications and manufacturing companies. We IV. MATTERS/DEALS—Advisory on Contract Elabora- provide a comprehensive range of legal services tion, Tax matters, Tax Planning Services, Litigation. for the business community in Argentina and the Latin American region. BKG has a wide-ranging Beretta Kahale Godoy client base that includes commercial and industrial companies, financial institutions, trade associa- I. GENERAL FIRM INTRODUCTION—Beretta Kahale tions, regulatory bodies, professional associations Godoy, or BKG as we are familiarly referred to in and governmental entities. We represent overseas the market, is a dynamic law firm that caters for clients and have particularly strong connections all the areas of the business practice through teams with Brazil, Australia, Canada, France, Mexico, led by experienced and energetic partners and sen- Germany, Italy, Japan, Scandinavia, the United ior associates, with the support of carefully recruit- Kingdom and the United States. BKG is well posi- ed associates and paralegals. Because we are a tioned to help our clients meet their business goals mid-sized firm, our clients receive the personal- in Latin America, providing them with practical, ized support of the partner and senior associates efficient and accessible legal counseling. handling matters entrusted to us. The members of our firm are prepared to provide services in Eng- IV. MATTERS/DEALS— lish, French, Portuguese, Italian, and German. • US $12.6m Stake Purchase: Beretta Kahale Godoy BKG is a relatively young firm: The partners acted as legal counsels for an important mining decided to merge and create a new firm in 2000. project when a Canadian mining company However, we are proud of having a long-standing acquired a 72% interest copper-gold-molybde- client relationship for more than ten years. Our num world class project in the Province of Cata- professionals have been active in the legal field marca, Argentina. during all the relevant years in Argentina, which • US $168m Debt Refinancing: Beretta Kahale means having done all the hard work during the Godoy assisted a French gas company in the Debt country’s first steps towards a modernization of Refinancing of Bi-National Gas spanning from the economy in the late 1980s, and having had Mendoza, Argentina, up to the city of Santiago, direct responsibility for negotiating, designing and Chile. implementing the transactions involved in the dra- matic opening of the economy to the world as • BKG assisted a company that provides infrastruc- from the early 1990s. Since 2000 we are facing the ture, services and solutions for the information challenge of assisting our clients in times of vari- technology and communication industries, in the able economic conditions, where traditional invest- purchase of Argentine and Chilean telecom com- ment needs to be sheltered and new transactions
28 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 panies with fiber optic technology linking their tion of over 60 years in national and international operations on both sides of the Andes. legal services particularly in civil and commercial areas. Throughout its history it has deserved $90m Acquisition: BKG assisted a major Brazilian important recognitions as that of the Order of the oil company in the purchase of an Argentine sub- British Empire conferred to its founder Dr. Carlos sidiary of a US upstream oil company. Aguirre Rodriguez (1915-1990) by Queen Elizabeth the Second in 1969, and that of the gratefulness of Brons & Salas President Carter of the United States of America to Dr. Fernando Aguirre B. for his cooperation in the I. GENERAL FIRM INTRODUCTION—Brons & Salas— discussion of the Panama Canal Treaties, in 1978. founded by Stanley A. Brons (1930-1983) and Acdeel E. Salas (1911-1981)—commenced to prac- The firm’s attorneys count with wide experience in tice law in the sixties. As from its very inception, it different areas of specialization, strongly working has been proud of the quality of the services it ren- in corporate law and related matters. All have ders, particularly emphasizing the personal atten- received postgraduate education outside of tion with which it deals with its clients’ needs, Bolivia. honoring the expeditious requirement for quality The responsible, efficient and honest work of the and speed required by its clients. It has nine part- firm’s members is highly valued by the generality ners, 70 bilingual lawyers, with its main offices in of its clients. Argentina, Buenos Aires, and branches in Córdoba and Rosario and in Montevideo, Uruguay. It has Bufete Aguirre Soc. Civ. currently has four part- correspondents throughout Argentina as well as ners and two associates with main offices in La worldwide relationships via international associa- Paz, Bolivia. tions of law firms and its connections with indi- vidual lawyers. LANGUAGES: Spanish, English, French, German II. AREAS OF PRACTICE II. AREAS OF PRACTICE—The law firm renders legal —Commercial, Corporate, Busi- advice in all areas of law related to business issues ness, Banking, Financing, and Tax Law: incorpora- in general, except criminal law (major criminal tion of companies, general aspects of companies cases are accepted upon request and handled joint- and corporations legal framework, corporate gov- ly with specialized law firms). Some of these areas ernance, securities and stock transactions, interna- are Corporate Law, Administrative Law, Mining tional commercial contracts involving foreign Law, Oil & Gas, Banking and Finance, Labor Law, investments, privatization, mergers and acquisi- Litigation and Bankruptcy, Tax Law, Environmen- tions, joint ventures, banking, general and specific tal Law, Intellectual Property and related rights. It taxation, project finance. also has a permanent translation department, Civil and Administrative Law: inheritance law, whose members are registered sworn translators— property law, obligations, constitution of associa- from and to the English language—and an exten- tions and foundations, NGOs, administrative pro- sive network of public translators for other lan- ceedings. guages. Telecommunications, Mining, Energy and Hydro- III. INDUSTRIES SERVED—Brons & Salas’ clients are carbons Law: general aspects of telecommunica- multinational companies with investments in tions, mining, energy and hydrocarbons compa- Argentina and in local companies, belonging to the nies and investments, contracts and joint ventures. most diverse economic sectors: commercial and industrial, public services, banking and finance, Intellectual and Industrial Property: registrations, insurance, telecommunications, etc. Free of charge renewal, oppositions or defense, annulment or it assists non-profit making entities and is party to cancellation or other infractions and representa- the pro bono program organized by the Buenos tions. Aires City Bar Association. It also participates in Arbitration: Bolivian and international. numerous Argentine and international entities con- nected with law and with industrial and commer- III. INDUSTRIES SERVED—Private Commercial Sector, cor- cial sectors. porations with activity devoted to mining, hydro- carbons, electricity/energy, administration of pen- Bufete Aguirre Soc. Civ. sion funds, soft drinks, telecommunications, pharmaceutical, banking and financing, commerce, I. GENERAL FIRM INTRODUCTION—Established in among others. 1940, Bufete Aguirre Soc. Civ. has a strong tradi-
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 29 Private Sector Non Commercial, associations, founda- and a number of others as well as to non-govern- tions and non-governmental Organizations in gen- mental organizations, old and new the Catholic eral, devoted to small credits and technical assis- Church and the Embassies of Great Britain and the tance, rural development services, ecology and U.S. environment among others. Public Sector, Foreign Embassies, bilateral or multi- Duane Morris LLP lateral agencies and entities and occasionally Gov- I. GENERAL FIRM INTRODUCTION—Duane Morris LLP, ernmental Organizations. among the 100 largest law firms in the United IV. MATTERS/DEALS—IFC Loan to Transportadora de States, is a full-service firm of approximately 550 Electricidad S.A. and loans to Banco Solidario S.A., lawyers. The firm represents clients across the Caja Los Andes S.A., FIE FFP S.A., Prodem. nation and around the world through a combina- tion of 18 offices and a relationship with an inter- OPIC and KREDITANSTALT FÜR WIEDERAUF- national network of independent law firms. BAU in the Cuiaba Pipeline Project Financing. Throughout its 100-year history, Duane Morris has fostered a collegial culture, where lawyers work OPIC in its financing to Banco Sol S.A. with each other to better serve their clients. AES Communications Bolivia S.A in credit from Lawyers who are leaders in a range of legal disci- Interamerican Development Bank. plines and have diverse backgrounds join Duane Morris in order to use the latest technology, profes- ABN Amro Bank N.V. in a Bridge Loan to Nueva- sional support staff and other resources in pursuit tel S.A. and its refinancing through a credit assign- of clients’ goals. ment to OPIC Evolving from a partnership of prominent lawyers The OPEC Fund for International Development in in Philadelphia a century ago, Duane Morris now credit Lines to Banco Bisa S.A. and Caja Los Andes has offices in many major markets and, according S.A. to The National Law Journal, is one of the fastest Hidroeléctrica Boliviana S.A. on a Bond Issue proj- growing law firms in the United States. The firm ect financing for US $65.000.000. has doubled in size in the past five years, and con- tinues to expand across the country and overseas COMMONWEALTH DEVELOPMENT CORPO- through nonmerger growth. Throughout this RATION—CDC Capital Partners on various of its expansion, Duane Morris remains committed to investments and financings in Bolivia, Sociedad preserving the collegial culture that has attracted Boliviana de Cemento S.A., Banco Solidario S.A., so many talented attorneys. The firm’s leadership Compañía Minera Colquiri S.A. y Banco de Santa believes this culture is truly unique among large Cruz S.A. law firms, and that outstanding legal work is best Interamerican Investment Corporation in various accomplished by skilled professionals who respect local medium financings. each other and work well together. Corporación Andina de Fomento in financings to II. AREAS OF PRACTICE—Duane Morris LLP is a full Compañía Boliviana de Energía Eléctrica S.A. service law firm providing valuable counsel and (COBEE ), Sociedad Boliviana de Cemento S.A. service to its clients in the following practice areas: (SOBOCE ) y Gas Transboliviano S.A. (GTB) (sus- Business Reorganization and Financial Restructur- pended) together with Exim Bank and Citibank. ing; Corporate; Employment; Benefits & Immigra- tion; Energy and Resources; Environmental; Services either on a permanent basis or on specific Estates and Asset Planning; Finance; Health Law; matters on different corporate, commercial, tax Insurance and Financial Products; Intellectual and civil matters, amongst them to: Empresa Min- Property; International; Real Estate; Tax; Technolo- era Inti Raymi S.A. (Newmont International Inc.); gy and Trial. Repsol YPF Bolivia and its related companies; Transredes S.A.; Iberdrola group of companies in III. INDUSTRIES SERVED— Bolivia; Ferroviaria Oriental S.A. (Genesee & Some of the industries we serve include: Wyoming, Inc.); Embotelladoras Bolivianas Unidas S.A. (Coca Cola bottlers in Bolivia); Productos Far- • Automotive macéuticos S.A. de C.V., Mexico; Schering Boli- • Capital Markets viana Ltda.; Futuro de Bolivia S.A. and related companies of Zurich Financial Group; Parfums • Commercial Lending Givenchi, France; BSI Inspectorate Ltd., England • Construction
30 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 • Energy Pharmaceutical & Biotechnology—Advice con- cerning development, manufacture, marketing and • Financial Markets sales of medical devices, technology and drugs. • Financial Services • Information Technologies and Telecom Estudio Aurelio Garcia Sayan I. GENERAL FIRM INTRODUCTION—Estudio Aurelio • Insurance Garcia Sayan (Lima–Peru) is one of the best known • Manufacturing Peruvian law firms, with a long-standing reputa- tion of integrity and excellence. Its founding mem- • Pharmaceutical & Biotechnology bers were highly distinguished Iawyers practicing IV. Matters/Deals— in Lima since the turn of the century, being incor- porated in 1985 as a limited liability consulting Automotive—Counsel manufacturers, OEMs, Tier 1 company. Its offices are located in the city of Lima. and 2 suppliers, dealers and franchisees of trucks, pas- senger, off-road and recreational vehicles. All the Firm attorneys are graduates of the best law schools in Lima; many of them with post grad- Capital Markets—Advise clients on financing tech- uate studies and trainee practices at law firms in niques, including securitizations, PIPEs and private the United States. All are fluent in English in addi- REITs. tion to Spanish; two of our associates are also flu- Commercial Lending—Clients access team of com- ent in French. mercial lending and financial services attorneys. The Firm is the only Peruvian member of MERI- Construction—Advice concerning contract forma- TAS, a legal service model that offers high-quality tion, private/public contracts and protests, complex liti- worldwide legal services through a closely inte- gation, surety claims and handling, ADR, environmen- grated group of full-service law firms. The Firm is tal, insurance, and property damage issues, labor and also a member of the American Chamber of Com- employment counseling. merce, the Lima Chamber of Commerce and The Rocky Mountain Mineral Law Foundation. Energy—Clients include national, state and local governments and agencies setting policies, rules and II. AREAS OF PRACTICE—Estudio Aurelio Garcia Sayan regulations; producers and distributors of energy; and provides first-class legal counseling mostly on cor- energy companies, whether chemical, oil, pharmaceuti- porate, commercial, civil, tax, hydrocarbons, ener- cal or industrial companies. gy, mining, litigation, labor, environment, patents and trademarks and competition laws. It is partic- Financial Markets—Advice concerning trading on ularly active in international financial transactions Electronic Communications Networks (ECNs); compli- and, in general, in issues related to the domestic ance with PATRIOT Act and Financial Privacy Act; and and the international securities and capital mar- formation and purchase of trading, advisory or invest- kets. ment firms. The firm is actively involved in assisting private Financial Services—Counsel clients in capital mar- foreign investors interested in participating in the kets, financial markets, banking and institutional lend- Government’s privatization and concession pro- ing, insurance and commercial lending sectors. gram, and has successfully participated in some of the major deals resulting in the transfer or conces- Information Technologies and Telecom—Advise sion to national and foreign private investors of multinational corporations, major online companies, State-owned companies or utilities. high-tech start-up companies, governmental entities and entrepreneurs. III. INDUSTRIES SERVED—Several international banks and various United States, European, Asian and Insurance—Represent property, casualty, health, South American manufacturing, mining, oil, serv- disability, life, and professional liability insurance ice and commercial multinational companies are providers; underwriting companies; HMOs and PPOs; clients of Estudio Aurelio Garcia Sayan. An impor- captive insurers offshore; alternative market entities; tant number of Peruvian-owned companies and and guaranty associations. individuals are also clients of our law Firm, pro- Manufacturing—Among others, counsel clients in viding all of them a diversified and flexible source aerospace and defense; chemicals and gases; electronics; of legal assistance. semiconductor; retail products; and heavy machinery industry sectors.
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 31 IV. MATTERS/DEALS— represents a number of well known international companies from North and South America, Europe Banking and Financing: and the Far East, many of them included on the • Aguaytía Energy del Perú S.R.L. and its sub- Fortune 500 list. Our firm has participated in a sidiaries in the negotiation of the US $80 million wide range of international transactions in Central syndicated loan made by Banco de Crédito del America, which include project finance, commer- Perú, Banco Wiese Sudameris, Citibank, N.A., cial contracting, issuances, joint ventures, mergers Sucursal de Lima and Banco Sudamericano. and acquisitions, among others. F. A. Arias & Muñoz is staffed with more than 60 attorneys, who • JP MORGAN/WELLS FARGO BANK MIN- are highly qualified professionals, multilingual NESOTA, NATIONAL ASSOCIATION in the and specialize in a variety of legal fields. Our issuance of Senior Secured Notes by Global lawyers are authorized to practice in their own Crossing North American Holdings, Inc. for US jurisdictions, and some of them in the countries of $200,000. Europe and in the United States of America.
• INTERNATIONAL FINANCE CORPORATION II. AREAS OF PRACTICE— in a US $25,000,000 loan granted to Gloria S.A. Administrative Law • AGUAYTIA ENERGY S.R.L. in the negotiation of Aviation Law a US $80,000,000 syndicated loan granted by sev- Banking Law eral local banks: Capital Markets • VOLCÁN COMPAÑÍA MINERA S.A.A. in a US Civil Law and Notary $40,000,000 loan granted by Glencore Internation- Competition Law al AG: Concessions and Privatizations Corporate Law Energy and Mines: Energy Law Environmental Law • PETRO-TECH PERUANA S.A. in the negotiation Foreign Investment and Free Trade Zones of a Contract for the Construction and Assembly Immigration of a Cryogenic Plant and the correspondent loan Insurance and Reinsurance agreements with Eximbank and Citibank. Intellectual Property Law • CHINA NATIONAL OIL AND GAS EXPLO- International LawMergers and Acquisitions RATION AND DEVELOPMENT COMPANY in Judicial Practice the due diligence and negotiations for the acqui- Labor Law sition of the 45% of the Pluspetrol Norte S.A. Oil and Gas Law shares. Pharmaceuticals Project Financing • BURLINGTON RESOURCES INC. In the execu- Real Estate Law tion of the Block 90 License Contract for the Taxes and Fiscal Planning exploration and exploitation of hydrocarbons: Telecommunications Law Commercial/Corporate: III. Industries Served— • SOCIEDAD MINERA EL BROCAL S.A.A. in its Our firm services a wide variety of industries. The transformation to a public corporation (Sociedad most important are the following: Anónima Abierta). Banking • HILTI INC., in the sale of its Peruvian subsidiary: F. A. Arias & Muñoz has ample experience provid- ing legal advice to important local and international F.A. Arias & Muñoz—Central America finance and banking Institutions. Our clientele in this I. GENERAL FIRM INTRODUCTION—Our firm dates sector include some of the world’s largest private banks back to 1942, with the establishment of Bufete F. A. and financial institutions. Our legal staff specialize in Arias in El Salvador, which in 1998 merged with banking and finance work in the following areas: the Costa Rican firm J.A. Muñoz and P. Muñoz, to • Structuring and granting of simple and complex create F.A. Arias & Muñoz. We are leaders in the loans and their warranties region, having created an innovative approach: a firm with its own offices in the five countries of • Debt re-structuring Central America. F. A. Arias & Muñoz offers legal services of the highest quality and efficiency. It • Issuance of Negotiable Securities
32 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 • Project Financing • Legal counseling in regulatory issues and rates before the Public Controlling Entities. • Assets Securitization Aviation • Incorporation of Banks and Financial Institutions F. A. Arias & Muñoz has experience in advising avi- • Advice in regulatory issues ation, as well as aircraft leasing companies. The counsel Telecommunications provided to this sector includes: F. A. Arias & Muñoz has advised multiple national • Aircraft leases and international companies in the telecommunications • Aircraft acquisition and registration field in the Central American region. • Aircraft financing We offer creative solutions for their legal needs and assist them to benefit from new business opportunities • General assessment in corporate, commercial and in this dynamic sector. regulatory issues.
Retail Capital markets: Our firm represents one of the largest retail compa- In this field, F.A. ARIAS & MUÑOZ has counseled nies in the region, providing legal counsel on corporate important corporations in their financial activities, fos- issues, mergers & acquisitions, and intellectual property tered by short- and long-term loans. matters. Our firm has provided legal advice specially for the Real Estate following : Our firm provides our clients a specialized team • Bonds Issuance and other type of Securities with broad experience in Real Estate law. • Legal structuring of securities negotiation in the We strive to offer the most accurate and compre- stock market hensive advice in all real estate actions such as: • Registration and de-registration procedures of • Real Estate purchase and sale issuers and/or issuances in the stock market.
• Properties re-measure IV. MATTERS/DEALS— • Water and way rights 1. Local counsel to Citibank NA and Citigroup Global Markets in bonds issuance by the Repub- • Mortgages lic of El Salvador, for an amount of US $286.4 • Leasing million. October 2004. • Purchase and sale of buildings, shopping centers 2. Lead counsel to Hoteles Decamerón in their ini- tial investment in Club Salinitas, a beach club • Advising in construction contracts located on the east coast of El Salvador. This is • Contracts of warranties transactions part of Hoteles Decamerón’s first investment project in the Central American region. Septem- • Taxes related to the transfer of properties ber 2004. • Creation and installment of special condominium 3. Legal advice to an European bank (Deutsche regulations and for other properties and co-prop- Bank London Branch) and a Swedish financial erties for real estate development. entity (Ericsson Credit AB) in connection with the assignment of a syndicated and a facility Energy loan agreement granted to a local telecommuni- The Energy sector in Central America is mostly pri- cations operator (Digicel) for the amount of US vatized, through the sale of stocks of the energy distrib- $10,723,700. June 16, 2004. uting companies, to foreign investors. Our lawyers, spe- cialized in this field, have contributed to successfully 4. Regional counsel to Telefónica Móviles in the develop different projects and have legally advised in countries of El Salvador, Guatemala and the following areas: Nicaragua concerning the acquisition of Bell- South, being part of a large-scale regional trans- • Privatization action across Latin America. March-October, 2004. • Legal counsel to energy distributing companies
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 33 5. Legal advice to an international financial organi- III. INDUSTRIES SERVED—Advertising/Market zation (IFC) in connection with the granting of a Research, Agriculture/Forestry, Automotive Indus- subordinated loan and a credit line agreement to try, Banking & Finance, Chemicals, Clothing, Com- a local bank for the amount of US $10,000,000. munications & Internet, Computers & Software, April 6, 2004. Construction, Consumer goods, Education, Energy, Home Appliances, Human Health, Insurance, 6. Acquisition of a major real estate holding in the Media, Pharmaceuticals, Printing, Intellectual Guanacaste area for a US-based developer. Based Property and others. on our continuing counseling to the Hacienda Pinilla development, we were recommended to a IV. MATTERS/DEALS—Sale of the Uruguayan operation major developer of residential and tourism real of BellSouth to Telefónica S.A., Building and Oper- estate in US, and have assisted them in the ation of a port on the Uruguay River by Archer acquisition and negotiation of major real estate Daniels Midland (ADM), IDB Loan to finance the holdings in the Guanacaste area. construction and operation of a new river port facility, Amcor’s purchase of Alcoa’s pet business in Uruguay, Securitization of rice exports, Securiti- FERRERE Abogados zation of contribution on milk sales, SmithKline I. GENERAL FIRM INTRODUCTION—Ferrere Attorneys Beecham-GlaxoWellcome merger (GSK), Rhone at Law was created in the fifties and is currently Puolenc Rorer-Hoechst merger (Aventis Pharma). the largest firm in Uruguay. In 1996 the firm received the National Quality Award from the Fraser Milner Casgrain LLP President of Uruguay for its outstanding applica- tion of Total Quality principles. I. GENERAL FIRM INTRODUCTION—For over 165 years, Fraser Milner Casgrain LLP (“FMC”) has distin- Ferrere Attorneys at Law has an outstanding team guished itself as a leading Canadian business law and a unique culture that results from a very firm, introducing American and international strong mutual commitment between the firm and clients to the Canadian business advantage. its members. Ferrere is an equal opportunity firm not only in words but also in fact. We are commit- FMC’s clients include major national and interna- ted to hiring and promoting only the best lawyers, tional corporations (both public and private) that irrespective of any other consideration. are actively engaged in Canada and cross-border projects involving Canadian business matters. Ferrere Attorneys at Law opened offices in Asun- With over 550 lawyers and offices located in Mon- cion, Paraguay, in early 2003, with the support of a tréal, Ottawa, Toronto, Edmonton, Calgary, Van- number of our multinational clients. Additionally, couver and New York City, FMC experts leverage since many multinationals working in South accessibility and depth of experience across several America operate Uruguay, Paraguay and Bolivia key economic sectors, providing trusted legal as a single regional unit, in January 2004 we advice to help its clients succeed. launched operations in La Paz and Santa Cruz, Bolivia. II. AREAS OF PRACTICE—
II. AREAS OF PRACTICE—Ferrere Attorneys at Law is a Administrative and Regulatory Law full service firm. We are a leader in telecommuni- Alternative Dispute Resolution cations, information technology, energy, pharma- Banking and Financial Services ceuticals, insurance, complex commercial litiga- Commercial Real Estate tion, and virtually all business areas that have Commodity Tax evolved in recent times. The firm is a key player in Competition Law and Government Regulation virtually all banking and securities deals, repre- Constitutional senting local and international banks, pension Construction funds and multilateral lending organizations. We Corporate/Commercial have the largest tax practice of any local law firm, Corporate Governance providing full service to clients both in their day to E-Commerce day operations and in their M&A deals. Our labor Employment and Labour Law law department is a recognized leader in collective Energy and Natural Resources bargaining, and our IP/IT group is at the forefront Government Relations of the protection of owners’ rights in all newly Insolvency and Workout developed technologies. Insurance Intellectual Property and Technology
34 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 International Trade fibre and intermediates business in the world. The Life Sciences acquisition required antitrust approvals world- Litigation and Advocacy wide as well as Competition Act approval and Mergers and Acquisitions Investment Canada Act approval in Canada. Fras- Mining er Milner Casgrain LLP advised Koch with respect Municipal Law to Canadian competition law and foreign invest- Not-for-Profit ment matters. Pensions and Benefits KeySpan Facilities Completes Public Offering (CAL- Private Client Services GARY)—KeySpan Facilities Income Fund complet- Private Equity/Venture Capital ed a long form follow-on public offering of trust Privatizations units on April 1, 2004 for total proceeds of $196.8 Professional Liability million. Net proceeds from the offering were used Securities by the Fund to increase its partnership interest in Taxation KeySpan Energy Canada Partnership. The under- Telecommunications writers were represented by Fraser Milner Cas- Wills, Estates and Trusts grain LLP. III. INDUSTRIES SERVED—FMC’s clients include major corporations (both private and public) in all sec- Garrigues tors of the economy, national and international companies active in Canada and abroad, entrepre- I. General Firm Introduction—Founded in 1941, neurs and emerging businesses. Our clients are Garrigues is the largest and leading law firm in active in financial services, communications, Spain. Garrigues is an independent firm and is advanced technologies, e-commerce, pharmaceuti- committed to remaining so. Garrigues’ main pil- cals and biotechnology, oil and gas, energy, insur- lars are quality and service, combined with a com- ance, healthcare, manufacturing, real estate, con- mitment to find and implement the most appropri- struction, retail, professional services, ate solutions to meet each client’s needs. As an transportation, forestry, mining and many other independent firm, in an ever-tougher competitive industries. environment, our success depends solely on client satisfaction and our distinctive feature must be IV. MATTERS/DEALS—Petro-Canada Completes $3.2B Sec- quality efficient delivery. The Firm boasts of the ondary Offering (CALGARY)—On September 29, largest office network in Spain with 23 offices; we 2004, the largest share offering in Canadian history offer our professional services and deliver solu- was completed when the Government of Canada tions in every legal aspect of the business world, sold its remaining 19 percent stake in Petro-Cana- including emerging fields which are at the fore- da, one of Canada’s largest oil and gas companies. front of our profession. As for international cover- Fraser Milner Casgrain LLP was selected to repre- age, Garrigues has its own offices in New York, sent the syndicate of investment dealers led by Brussels and Lisbon. Garrigues is also present in RBC Dominion Securities, CIBC World Markets, Argentina, Brazil and Mexico through its Latin- and Merrill Lynch & Co. American alliance with the leading firms of these Air Canada: Restructuring—Air Canada filed for countries, promoted by Garrigues. The firm also protection under the Companies’ Creditors belongs to the World Services Group, a network Arrangements Act (CCAA) on April 1, 2003. The that brings together the full spectrum of leading company emerged from bankruptcy on September professional services firms and companies in all of 30, 2004, after an Ontario superior court approved the five continents. its restructuring plan. Numerous law firms and II. Areas of Practice— numerous clients were involved in the restructur- ing. Fraser Milner Casgrain LLP acted as outside Administrative Law counsel for Purchaser and Lender, AMEX Bank of Commercial Canada (Toronto). Corporate Energy, Telecommunications & Utilities DuPont Sells Textiles and Interiors Business to Koch Environmental (TORONTO)—E.I. du Pont de Nemours and Co. EU and Anti-Trust completed the sale of its INVISTA fibres unit to Finance: Banking, Securities, Insurance subsidiaries of Koch Industries, Inc. for a purchase Foreign Investments price of US $4.2 billion on April 30, 2004. INVISTA, Human Capital Services formerly a business unit of DuPont, is the largest Intellectual Property
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 35 Labour Law • Merger between Pryca and Continente. Litigation and Arbitration • Merger between Dexia Banco Local and Banco de Maritime Crédito Local. Mergers & Acquisitions New Technologies • Merger between Sacyr and Vallehermoso. Planning & Zoning Real Estate • Merger of the subsidiaries Benajer, S.A. and Con- Sports & Entertainment & Transactions tigo Jerez 1, S.L., by their Sole Share Holder, Red Tax Acción 7, S.L The Family Business Take Over Bids: III. INDUSTRIES SERVED—Industries served are many • Banco Zaragozano-Barclays and varied including consumer products, oil and gas, electricity, water and waste, financial markets, • Telefónica-Terra Networks pharmaceutical, real estate and construction, tech- • NH Hoteles-Hesperia nology, media and telecommunications, transport, sports and entertainment, etc. • Credit Agricole-Crédit Lyonnais
IV. MATTERS/DEALS— • AGF Unión-Fénix, Finanzauto A few noteworthy recent acquisitions: • Citroen, Asland • Acquisition by Inmobiliaria Colonial of a stake • Tabacalera-Seita corresponding to the 55.6% of the stock capital of • NH Hoteles-Krasnapolsky Société Foncière Lyonnaise (SFL) from Aviva France, Exor Group, Geneval and Grosvenor. • Ferroatlántica-Hidrocantábrico • Sale and purchase of 100% of the share capital of • Acesa-Aurea-Iberpistas Naviera Fernández Tapias, the number one Span- ish oil and gas shipping company, to Teekay • Caprabo-Enaco Shipping Corporation, also the number one worldwide oil and shipping company. The total Grasty, Quintana, Majlis & Cía value of this transaction has been estimated at I. GENERAL FIRM INTRODUCTION—Grasty, Quintana, 1,200,000,000 Joint Venture among the present Majlis & Cía (“GQMC”) is a Chilean law firm, shareholders of NFT and Teekay Shipping Corpo- based in Santiago and established in 1987. GQMC ration for future projects. is structured as a partnership and is managed by a • Joint venture between The Polestar Group, Prisa small executive committee. and Inversiones Ibersuizas: creation of Dédalo GQMC is composed of 23 attorneys, most of them Grupo Gráfico. multilingual and with different specialties. GQMC • Acquisition of the main assets of the distribution is a member of the International Bar Association business of KIA Motors in Spain. Resolution of and the International Section of the New York the distribution agreement with Kia Motors Cor- State Bar Association, Chilean Bar Association and poration. the Chilean-German, French, Chinese, Bolivian, Canadian and American Chambers of Commerce • Sale of Seguros Bilbao by Catalana Occidente to (Michael Grasty, Senior Partner, being Vice-Presi- Fortis Insurance Group. dent of the latter). A few noteworthy mergers: II. AREAS OF PRACTICE—GQMC is a multi-service • FCC—Portland Valderrivas merger. firm, with a strong interest in corporate/commer- cial, international arbitration, litigation, securitiza- • Mergers between Banco Bilbao Vizcaya and tion, finance, private public partnerships and infra- Argentaria (financial services industry). structure projects, mergers and acquisitions, • Advice to Altadis, S.A. (Tabacalera, S.A.) on the mining, labor, technology, telecommunications, process of integration with the French tobacco environmental and international trade and invest- company Seita. ment. • Merger between Obrascón Huarte, S.A. and Con- III. INDUSTRIES SERVED—Telecommunications, mining, strucciones Laín, S.A. sanitary services, international trade and invest- ment, biotechnology, fisheries, securities, financial.
36 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 IV. MATTERS/DEALS 2004—Investment Arbitration Forsyth Ramirez Perez-Taiman & Luna-Victoria before ICSID—Representing MTD Equity Sdn. law firm of Peru and Peña, Larrea, Torres & Pare- Bhd. and MTD Chile S.A. v. Republic of Chile des law firm of Ecuador. (ICSID Case N°. ARB/01/07). Languages: Spanish, English, Portuguese, French, • Supporting in acquisition of large mining project Italian, German for major mining company in Latin America. II. AREAS OF PRACTICE—Planning and advice on effi- • Participation in various mining contracts, acquisi- cient forms of doing business through Corpora- tions and sales of mining projects. tions, Privatizations & Mergers in Bolivia. • Consulting for Sernageomin, Chilean National Innovation in Project Finance, Capital Markets Geology and Mining Service, Creation of legisla- and Banking through effective security structures tion framework for Chile in respect to abandoned which enable risk management in highly regulated mining sites. sectors. • Counsel in refinancing of investment in infra- Ample experience in International Tax and Finan- structure projects—highway concessions—Los cial Planning in complicated investment and pay- Vilos—La Serena and Rio Bueno—Puerto Montt. ment structures. • Counsel for Corporación de Fomento de la Pro- Vast experience in advising in administrative pro- ducción (CORFO) in the merger of sanitary serv- cedures in Regulated Industries that deal with ices Companies owned by the State of Chile. energy and natural resources. • Counsel for Avanza Grupo, a Spanish operator of Precise and timely management of Dispute Reso- public transportation services in the tender for a lutions and Litigation including negotiations, concession of urban public transport in the city of assisted mediations, domestic and international Santiago. arbitration. • Counsel for Bouygues, a French Construction The Firm also has specialized practice groups in Company in the tender process for construction Intellectual Property, Labour and Social Security. of a bridge over Canal a Chacao (Chiloe). III. INDUSTRIES SERVED—Bolivia is rich in Energy • Counsel for Telefónica del Sur (Telsur) in various resources allowing a strong practice in the regulat- relevant operational and financing agreements. ed energy sectors of Electricity, Oil and Natural Gas. • Counsel for Nutreco in global merger of Nutreco- Stolt (Chilean chapter). The Firm has expertise regarding the exploitation, management and development of Regulated Nat- • Finalization of restructuring of the companies of ural Resources including land, water, mining and the principal shareholders of Falabella S.A.C.I. forest products. • Sale of the retail stores of Bridgestone Firestone The Firm has participated in the expansion and Chile S.A. development of Telecommunications projects, acquiring specific expertise in the very competitive Guevara & Gutierrez S.C. Servicios Legales and rapidly growing telecommunications market. I. GENERAL FIRM INTRODUCTION—Established in The Firm provides seasoned advice to several 1989, GUEVARA & GUTIERREZ S.C. Servicios Exporting and Importing Industries in Interna- Legales, has become one of Bolivia’s leading com- tional Business Transactions. mercial and litigation law firms. Operating from two main offices in La Paz and Santa Cruz, and IV. MATTERS/DEALS—Representation of International through a network of affiliates, the firm provides Financing Institutions in the development of a par- high quality and effective legal service in all of allel natural gas pipeline to Brazil to duplicate Bolivia. Bolivia’s exportations thereto. The Firm counts with 15 attorneys. The founding Representation of several Investment Banks in sep- partners Ramiro Guevara & Primitivo Gutiérrez arate telecommunications deals in the financing of work closely with 5 other partners and 8 associates data and voice transmission projects for approxi- providing high-quality advice and legal services in mately 80 million dollars and wireless networks diverse areas of practice. During 2003, our firm for 50 million dollars. Representation of all natural entered into a strategic alliance with the Muñiz gas producers in joint regulatory claims against the regulator. Success in the recognition of judgments
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 37 issued in London before the Bolivian Supreme Trade Zones (“FTZ”), bonded warehouses and Court. Advice to all electric distributors in the con- duty drawback. We are increasingly involved with troversy with the regulator regarding the determi- companies’ efforts to address liabilities posed by nation of tariffs. Representation of several clients Customs’ implementation of recent legislation on in national and international arbitrations. Mergers importer/exporter responsibility and Customs’ and other corporate structures to create more tax systems modernization. We work with importers efficient businesses and provide larger corporate and exporters to review and put in place internal synergies. compliance programs that demonstrate that they are exercising “reasonable care” in their import Meeks & Sheppard and export activities. I. GENERAL FIRM INTRODUCTION—Meeks & Sheppard III. INDUSTRIES SERVED—Meeks & Sheppard has as a firm has always specialized in customs and clients, companies and individuals in almost every international trade matters and the members of the industry. They import and export all types of arti- firm have well over 100 years of experience com- cles—agricultural, foodstuffs, chemicals, pharma- bined, in the area. The practice was started over 20 ceuticals, textiles, home fashion and apparel, auto- years ago and 10 years ago began to practice as motive, machinery, electronics, hardware, software Meeks & Sheppard. Today, the firm has grown to and medical devices. Our firm’s clients include three offices in New York, Connecticut, and Cali- Fortune 100 companies as well as sole proprietor- fornia. Meeks & Sheppard delivers effective and ships. cost efficient counsel to its clients, nationwide and IV. MATTERS/DEALS—We take pride in our efforts to internationally, before the international trade agen- achieve cost savings and refunds of Customs cies and if necessary, in the federal courts. duties and taxes whenever we can identify such II. AREAS OF PRACTICE—The firm represents clients opportunities. In one instance, we assisted a phar- before the principal international trade regulatory maceutical company in saving over $100 million in agencies, including the U.S. Customs and Border a ten-year period through the use of a preferential Protection Bureau, the U.S. International Trade trade program and Customs administrative rul- Commission, the U.S. Department of Commerce, ings. More recently, we obtained several million the Office of the U.S. Trade Representative, the dollars in refunds for a precision instrument com- Bureau of Industry and Security, the Food and pany by having their products re-classified in Drug Administration and the Department of Agri- duty-free provisions. We also have counseled culture. In addition, the firm handles litigation clients facing audits or “Focused Assessments” related to agency actions before the U.S. Court of from Customs relating to imports and exports, and International Trade, the U.S. Court of Appeals for facing investigations from the Department of Com- the Federal Circuit, and various other federal dis- merce relating to exports. More importantly, we trict and appellate courts. have assisted these clients to conduct internal reviews before any notification of interest by a fed- Counseling importers and exporters on customs eral agency to ensure that their policies and prac- and international trade matters is the main focus tices meet U.S. legal requirements. of our practice. Our attorneys advise clients on a broad range of customs issues including the per- In addition, we have assisted clients to determine formance of comprehensive reviews of general proper origin marking for their products through import compliance, as well as providing specific proper application of U.S. law and regulations. Increasingly, our clients are requesting information assistance on tariff classification, valuation and on export compliance as well as complying with appraisement of merchandise, country of origin the import laws of foreign countries. determinations, penalty proceedings, and intellec- tual property recordations. Peroni Sosa Tellechea Burt & Narvaja The firm is frequently called upon to assist clients in structuring product and sales transactions to I. GENERAL FIRM INTRODUCTION—The firm was minimize customs duties while complying with founded in 1968 by Dr. Guillermo F. Peroni and Dr. U.S. law by taking advantage of special trade Demetrio Ayala. In 1973 it began publishing the agreements such as the North American Free Trade legal review La Ley Paraguaya, the first Paraguayan Agreement (“NAFTA”), the Generalized System of legal review devoted to jurisprudence, legislation Preferences (“GSP”) and the Caribbean Basin Ini- and national doctrine. La Ley was published under tiative (“CBI”) and other special programs such as the direction of Dr. Juan Guillermo Peroni, in Temporary Importation Bonds (“TIB”), Foreign cooperation with the Argentine legal review La Ley, a collaborative effort which continued for 20
38 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 years, until the former became an independent than 200 lawyers located in New York, NY, Wash- editorial firm, in which PSTBN partners became ington, DC, White Plains, NY, Summit, NJ and shareholders. In 1997 new partners were incorpo- Mexico City, Mexico. rated, and the firm changed its name to PERONI II. AREAS OF PRACTICE—Corporate and financial insti- SOSA TELLECHEA BURT & NARVAJA (PSTBN). It tutions law, securities, structured finance, swaps currently has seven partners, fifteen associates, and derivatives, cross-border transactions, real and three paralegals. It is presently located at estate, insurance, admiralty and ship finance, liti- Eulogio Estigarribia 4846, Asunción, Paraguay. gation and dispute resolution, technology and Telephones 595 21 663 536; Fax 595 21 600 448 intellectual property, taxation, executive compen- II. AREAS OF PRACTICE—PSTBN offers a wide variety sation and employee benefits, trusts and estates, of legal services in Paraguay for international and bankruptcy, reorganizations and restructurings. local investors. It specializes in banking and III. INDUSTRIES SERVED—Thacher Proffitt represents finance operations, mineral-related investment financial institutions, investors and corporations projects, telecommunications, hydrocarbon explo- throughout the U.S., Latin America and Europe. ration, foreign investment, maritime and aeronau- While we have experience in numerous industries, tical law, as well as representation and advisory we are known for our strength and particular services in civil, commercial, labor, tax, and intel- expertise in the following: Automotive, Aviation, lectual property issues. Banking, Construction, Consumer Products, Ener- PSTBN is a member of the prestigious internation- gy & Utilities, Financial Services, Food & Bever- al networks Lex Mundi and Club de Abogados, as age, Government, Insurance, Manufacturing, Mar- well as the editor of the Paraguayan Law Digest itime, Media, Pharmaceutical, Professional for the Martindale-Hubbell Law Directory. Services, Real Estate, Retail, Structured Finance, Technology, Telecommunications and Transporta- III. INDUSTRIES SERVED—Finance, reforestation, miner- tion. als and hydrocarbon exploration and production, industrialization and export of agricultural prod- IV. MATTERS/DEALS—Represented the State of Ver- ucts, beer and soft drinks production and market- acruz and the State of Mexico in securitizations of ing, telecommunications, bilateral and multilateral payroll taxes and tax receivables—the first of their trade issues, antidumping, foreign investment, kind for state-issued short-term securities. Advised maritime and aeronautical law. the State of Puebla in the design of the structure and the preparation of the documentation to carry IV. MATTERS/DEALS—Cargill Inc., merger of Cargill out a securitization of payroll taxes. We advised Paraguay SA with Cargill Agropecuaria SA. the State of Mexico and the State of Tabasco in sev- Acquisition by Uruguayan investors of Forestal eral matters related to public finance. Yguazú SRL quotas (large reforestation project) Facilitated a $100 million U.S. securitization of Sal- held by Shell Petroleum NV, the firm represented vadoran residential mortgages, and an $80 million the buyers and subsequent corporate conversion of private equity offering which created Mexico’s Forestal Iguazú SRL (Limited Liability Company) third largest mortgage SOFOL. We represented into Forestal Yguazu Sociedad Anonima (Corpora- Sociedad Hipotecaria Federal in the preparation of tion). the master documentation for the securitization of Votorantim Cimentos dumping claim by Industria its fixed rate peso deal mortgage program and cur- Nacional del Cemento. YPF S.A. successful repre- rently represent it in several matters related to the sentation in public tenders for the supply of diesel RMBS industry. oil to Petropar S.A. Protected the U.S. assets of one of the largest Hydrocarbon Exploration Concession granted to Colombian pharmaceutical companies by success- Morrison Mining Company over 2.5 million fully vacating a temporary restraining order and hectares in the Paraguayan Chaco. preliminary injunction. Served as counsel for a major Mexican company in Thacher Proffitt & Wood LLP a multi-million dollar arbitration of a joint venture dispute with a U.S. company, for a Brazilian sports I. GENERAL FIRM INTRODUCTION—A firm that focuses club in a $45 million arbitration of a licensing dis- on the capital markets and financial services pute, and for an Argentine investment fund in a industries, Thacher Proffitt & Wood LLP advises $70 million arbitration with a Spanish bank over domestic and global clients in a wide range of an Internet venture. areas. The Firm began in 1848 and today has more
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 39 Defended one of Mexico’s largest industrial clean- II. AREAS OF PRACTICE—The firm’s main areas of ing contractors before the labor board and the cir- practice are: cuit court against a hostile union’s lawsuit. Corporate: (in particular assistance in formation of Guided the largest real estate development in domestic and/or foreign Companies, consulting Latin America (Mexico) as it established its utility regarding corporate structures.) services, including the obtainment of the self-sup- Real Estate: among the attorneys the Firm has sev- ply of electricity permit with the biggest number eral Public Notaries. We provide assistance to of off-takers ever authorized by the Mexican Ener- clients interested in the purchase or selling of gy Regulatory Commission. properties in Switzerland with regard to the “Lex Friederich” authorization to buy properties for for- Veirano Advogados eigners. I. GENERAL FIRM INTRODUCTION—Veirano Advoga- Taxes: we assist clients in all aspects of tax and dos is a general practice firm founded in 1972 and estate planning. We provide tax advice and opin- presently has offices in the Brazilian cities of Rio ion for corporations as well for individuals. de Janeiro, São Paulo, Brasilia, Porto Alegre, Recife, Fortaleza, João Pessoa and Macaé. Veirano International contracts: drafting and advising our has 250 attorneys, 150 trainees and a total of 800 clients with respect to all types of legal agree- professionals, including staff members. ments. Including but not limited to trusts and foundations arrangements, corporate re-structur- II. AREAS OF PRACTICE—Veirano has expertise in all ing, organization of Swiss corporations, holdings, areas of corporate law such as commercial, tax, branches and representative offices. Shareholder civil, labor, intellectual property, energy, telecom- representation and fiduciary advisory. Trademarks, munications, administrative, mergers and acquisi- copyright and licensing. tions, environmental, anti-trust, product liability, mining, project finance, foreign trade, real estate Contracts: Distribution, franchising, agency, licens- and related litigation. ing, loans, joint ventures.
III. INDUSTRIES SERVED—Veirano has clients in all Banking: as Lugano is one of the main Swiss fields of the industry, commerce and services, financial centers, the firm operates as counsel for including, but not limited to food and drug com- several banks and some of its lawyers are mem- panies, real estate, shopping centers, franchising, bers of the Board of Directors of several Swiss media and communications, oil & gas, chemicals, Banks. cosmetics, beverages, aviation, financial institu- Litigation: we represent the interest of individuals tions, computer and software, Internet, liquors, and corporations at all levels of Swiss judicial pro- tobacco, mining, shipping, utilities, information ceedings. technology, agribusiness, and many others. Arbitration: the arbitration services are rendered IV. MATTERS/DEALS—We cannot mention deals with- in particular through the Geneva office, as Geneva out the express consent of our clients. is one of the most important international centers of arbitration proceedings. The Velo & Associati Law Firm Immigration: we provide assistance to our clients I. GENERAL FIRM INTRODUCTION—The Velo & Asso- in obtaining work or residency permits and deal- ciati Law Firm was founded in the year 1982 by ing with all local and governmental authorities. Attorney at Law, Lucio Velo, who has a degree in law and political sciences, and primarily special- III. INDUSTRIES SERVED—The clientele of the Firm is izes in business law. The firm is one of the largest largely in the banking and financial sectors. There law firms in the Italian-speaking area (Canton Tici- is an important portion of individuals and families no) of Switzerland and its headquarters is situated seeking advice on family business governance in Lugano. The firm also has an office in Geneva, issues such as cohesiveness, integrity, projection which was opened in 1984. The firm presently con- and preservation over time. sists of 12 lawyers and four practitioners in its Following present law and in adherence with the Lugano office, and conducts business in English, ethics of the legal profession the Firm does not French, German and Spanish. reveal the names of its clients nor the specific type of business they are engaged in.
40 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Vitale, Manoff & Feilbogen vices, Construction, Financial Services, Universi- ties, Transportation, IT Business, Real Estate. I. GENERAL FIRM INTRODUCTION—Vitale, Manoff & Feilbogen is a prestigious and dynamic interna- IV. MATTERS/DEALS— tional Law Firm. Its mission is to offer its knowl- edge, commitment, experience and creativity to its 1. Acquisition of the local subsidiary of a vessel clients, so that they may achieve their legitimate company by Hvide Marine, now Seabulk, Off- objectives with optimum solutions. All cases are shore Inc. Advisors of the buyer. $12,000,000 dol- handled by a group of well-trained and experi- lars. enced professionals who are closely supervised, 2. Securitization: First Argentine transaction of achieving a satisfactory efficiency-cost of service export receivables guaranteed by warrants con- ratio. tracts. ProArg-I-Oliva. Legal advisors of the Vitale, Manoff & Feilbogen’s main office is conve- transaction. $3,000,000 dollars. niently located in the City of Buenos Aires. In 3. Inea Internet Services acquired by Diveo Corp. addition, the firm has developed a network of its Advisors of the seller. $12,000,000 dollars. own and associated law offices covering the whole territory of Argentina. Also it keeps fluent profes- 4. Restructuring of Municipal debt, Rawson, sional contact with important and successful law Chubut province. Advisor of the Municipality. firms and lawyers in Latin America, the United $10,000,000 dollars. States, Europe, Asia and Oceania. Thus, when our 5. Fiduciary Fund exploitation of Neuquen river- action in international transactions is required, we side coast. (At a project stage). Advisor of the are very well prepared, both as to the necessary real estate developer. $100,000,000 dollars. legal and judicial knowledge and practice, as to the relationships with the relevant international 6. Tower Records Argentina S.A. plan of company players. reorganization.
II. AREAS OF PRACTICE—Vitale, Manoff & Feilbogen’s 7. Dark Fiber Agreement between Diveo Argentina professional practice includes the different areas of and Bellsouth Argentina S.A. $4,000,000 dollars. the law which allows it to take care of its clients comprehensively. Its team is specialized in the fol- 8. Management Buyout—advising the buyers—of lowing areas or practice: Tech Data Argentina S.A. Corporate Law and Practice; Mergers and Acquisi- 9. Advisors of many deals of “turn key agree- tions; Bankruptcy; Banking Law and Capital Mar- ments” related to wireless and fiber networks kets; Structured Finance—Securitization; Trade- 10. Local counselors of Diveo Argentina and Diveo mark and Patent; Copyright; Internet, Media & Inc. related to the credit agreement with Ericsson Entertainment; Telecommunications; Technology Credit $ 700,000,000 dollars. Law; Tax Law; Energy Mining and Natural Resources; Customs and International Trade; 11. Hotel Elevage Buenos Aires. Transaction of Dumping—Antitrust; Litigation and Arbitration; $14,000,000 dollars. Labor Law; Insurance; Maritime Law; Administra- tive Law and Governmental Agencies; Real Estate White & Case LLP and Construction Law. I. GENERAL FIRM INTRODUCTION—Founded in New III. INDUSTRIES SERVED—Vitale, Manoff & Feilbogen York in 1901, White & Case has lawyers in the has provided, for over 50 years, a wide range of United States, Latin America, Europe, the Middle legal services to numerous individuals and indus- East, Africa and Asia. Our clients are public and trial, financial and commercial companies. We are privately held commercial businesses and financial proud to say that Vitale, Manoff & Feilbogen has institutions, as well as governments and state- provided appropriate advice to the needs of our owned entities, involved in sophisticated corporate clients, enabling them to obtain the benefits of and financial transactions and complex dispute their business opportunities and to settle their con- resolution proceedings. flicts successfully. International practice is the foundation of our firm, The industries Vitale, Manoff & Feilbogen services and we have been involved in transactions in vir- are: Telecommunications, Entertainment, Pharma- tually every corner of the world. Our commitment ceutical, Technology, Maritime, Food, Medicine, to each region of the world is substantial. We have Retail, Appliances, Insurance, Banking, Public Ser- a critical mass of U.S., English, and domestic
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 41 lawyers throughout the world who are either II. AREAS OF PRACTICE— native to or fully integrated in the regions where Antitrust they are based. Asset Finance White & Case is distinguished not only by the Bank Advisory depth and scope of its legal advisory services, but Bank Finance also by unmatched experience in the international Banking arena, particularly in providing legal advisory Capital Markets services to, and in, developing or emerging coun- Construction and Engineering tries. The Firm’s lawyers have decades of experi- Corporate ence in multijurisdictional issues in numerous Corporate Defense and Special Litigation legal systems—some well established, some in Energy, Infrastructure and Project Finance their infancy—as well as in transitional economic Environmental and political systems. Consequently, we are known European Union for unusual effectiveness in helping clients accom- Executive Compensation and Employee Benefits plish their objectives in environments others find Financial Restructuring and Insolvency daunting and unfamiliar. Global Equity Based Compensation Insurance Our knowledge, like our clients’ interests, tran- Intellectual Property scends geographic boundaries. All of our clients International Arbitration have access to the expertise of our lawyers, wher- International Trade ever they are based. As a single partnership, White Investment Funds & Case functions as an integrated team. Our Labor, Employment and Immigration Law lawyers are linked by constant interaction and an Latin America electronic infrastructure that allows us to bring the Legislative/Law Reform Firm’s wealth of experience and all its global Litigation resources to bear on clients’ most demanding busi- Mergers and Acquisitions ness and legal issues—promptly and efficiently. Privacy On a daily basis, our clients are involved in under- Private Clients takings documented under four or five governing Privatization laws and of interest to as many taxing authorities; Public Finance in transactions involving principals and lenders Public International Law from a dozen countries; or in disputes involving Real Estate assets in multiple countries. We move quickly, effi- Securities ciently and with substantial knowledge of the dif- Securitization fering terrains to complete deals, mitigate prob- Sovereign lems, obtain information and resolve complexities Tax simultaneously in many places and across numer- Technology ous dimensions. Telecommunications Trade and Commodity Finance
42 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 New York State Bar Association International Law and Practice Section
SAVE THE DATES FFAALLLL MMEEEETTIINNGG 22000055 LONDON, ENGLAND OCTOBER 18-23, 2005
“CROSS ATLANTIC LEGAL PRACTICE IN A TIME OF GLOBAL CHANGE”
The 2005 Fall Meeting of the New York State Bar Association’s International Law and Practice Section will be held in London, England from Tuesday, October 18 through Sunday, October 23, 2005. The theme will be “Cross Atlantic Legal Practice in a Time of Global Change,” and MCLE credit will be available. The meeting will address practice issues across a wide spectrum of legal disciplines and spe- cialties, with a view to strengthening the quality of legal practice among the United States, United King- dom, the countries of the European Union and the Americas. The educational programs will be held in coopera- tion with, and at the Headquarters of the Law Soci- ety of England and Wales on Chancery Lane in the heart of “Legal London.” Hotel accommodations include the Chancery Court Hotel and Kingsway Hall. Planned social events include dinner at Middle Temple and a gala dinner at Somerset House, home of the Courtauld Gallery and the Gilbert Collection. Spousal trips are also being planned. Sponsorship opportunities for the meeting will be available soon.
Mark your calendar now and plan to attend!!
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 43 International Law and Practice Section New Section Members
Saboor H. AbdulJaami Catherine Ann Bump Mitchell Ryan Emig Harold Stephen Harris Rashmi Elizabeth Abraham Taras Burhan Howard Henry Engelskirchen Charlotte Jayne Hart Karen Elizabeth Abravanel Michael Burian Jeffrey Dale Engle William Hay Sarah Adler Robert Burk Jonathan A. Espiritu Maura Hayes-Chaffe Anil Advani Albert A. Byer Enrique Antonio Javelosa Sadeka Hedaraly Alvaro J. Aguilar Theodore S. Calabrese Esquivel Andrew Hehir Iboroma Tamunoemi Akpana Cynthia Carlson Jeremy Wade Estabrooks Sera Heo Jean C. Albert Gavin Carrucan Allyson G. Evans Nicolas Jorge Herrera Jawad I. Ali Jennifer Carton Carla V. Faraldo Paul J. Herrmann Reema Ibrahim Ali Antonio Caruso Teresa Maurea Faria Niamh Mary Herron Cary Cameron Allen Valeria R. Casale Zhen Feng Karen Denise Heymann Peter Allen Ernesto Franco Cavelier Christopher Richard Fenton Erica Lynn Hicks Sergio Alves Michael V. Cerny Edward J. Ferraro Neal Leigh Higgins David A. Amamoo Linda S. Chan Gilbert C. Ferrer Sarah Frances Hill Yuliya B. Andresyuk Min Chan Chad Fights Anna Hock Tanweer Sheikh Ansari Hsin Yi Sheana Chen Dante Figueroa Kyle Andrew Hollingsworth Minoru Aosaki Hui-wen Chen Daniel S. Finnegan Kimberley Hunt Jonathan P. Armstrong Hanz Giovanni Chiappetta Nuria Crystal Flores-Conticello Kristopher M. Hyman Jose Maria Arrufat Gracia Christopher Ken Chinn Ruben S. Fogel Jama A. Ibrahim Kamilla Aslanova Chiyoung Cho S Elizabeth Foster Kumi Tiara Ikeda Marine Assadollahi John Jong-wook Choe Glenn G. Fox Jorge Luis Inchauste Amjad Hashem Atallah Chi Chung William Wesley Frame Natsue Ishida Nebiat Zemicael Baarez Keeyong Chung Kenji Fukuda Saori Ishida Jessica Bailess James F. Clark Reiko Fukushima Ren Ito Paula J. Bailey Lance A. Clarke Fernando Gandioli Rajan Sandeep Jain Jessica M. Baker Olive Roxane Coffi Kiera Susan Gans Felix Levon James Diego Baldomir David M. Cohen H. Douglas Garfield Michelle M.L. Jenab Michael Opeyemi Bamidele Helayn Cohen Aoife Marguerita Gaughan Barbara Johnston Che L. Banjoko Kevin E. Colby Liam Ge Everett Francis Jones Amy Jeanne Bann Mattia Colonnelli De Gasperis Michael Gerard Susan Zetta Jorgensen Florence Gwennola Barc Pierre-Henri Conac Wendy B. Gerber Kevin Jost Daniela Barthels Nilo V. Concepcion Joanna Beatrice Gerson Jerome Jotterand Ciatta Z. Baysah Meredith Wells Cook Aravinda Ghosh Johannes Karl-Heinz Juette Denis A. Bazlov Aisling Gillian Costello Cynthia L. Giagnocavo Nicole M. Junco James J. Bee Charles Corwin Coward Simon James Gildener Yevgeniya Kagan Mischa Z. Beitz Evan James Criddle Lale P. Giray Stephen Kalman Fiona Bell John E. Cullen Ilana Golant Adrienne Kalosieh Saul Ben-Meyer Cara Dee Cutler Jeanette Goldsberry Peter K. Kamran Jamie McQuerrey Bennett Tony L. D’Anzica Marc J. Goldstein Jean Paul Kandolo Lauren Jennifer Berrol Ari S. Davis Jose R. Gonzalez Hyeon Kang Dmitry Ruslanovich Besedin Evan A. Davis Ronald Emil Marburg Good- Suesie Kang Susan M. Betz Jitomir Alberto De La Pena man Jacob Max Kaplan Leila Sultana Bham Harry A. DeMell Janelle L. Gordon Nicholas Hull Kappas Monika Ona Bileris Fatos Dervishi Ernest Gorriti Lara Karam Andrea Bisconti Briana Devaser Jennifer L. Gorskie Eloise M. Kauvar Yasmin Adelle Blackburn Lloyd DeVincenzi Viviana Lopez Green LaShon Kimberly Kell Angelyn M. Bohland Herman Singh Dhade Brian Ira Greene Donatella Petrucci Keohane David Christopher Boles Nicholas Robert Diamand Michael Spitzer Greene Christoph Kerres Nathaniel B. Bolin S. Lynn Diamond Naima Gregory Sam Khantsis Laurence Drew Borten Brian DiBenedetto Shamilah Grimwood Golzar Kheiltash Jutta Elisabeth Bosch Alexandra Diehl Michelle R. Gross Margaret Anne F. Khoury Francesco Boschini Stephanie Madeleine Djian Henry Gordon Grossberg Kim Killion Marie-Celine Bouvier Patrick J. Donovan Nicole Bragg Gryzenia Kwang Woong Kim Caesar Brazza Lisa Karol Doran Guiying Guo Victoria L. King David Aiden Bredin Yvon Dreano Anjum Gupta George Klidonas Franklin K. Breselor Leigh Duffy Victoria J. Hadfield Kuniaki Kobayashi Zygmunt Brett Isabelle Dunn John Halski Maryana A. Kodner Michael Brewer Matthew Stuart Dunn Cynthia A. Hamra Mario A. Koenig Peter L. Briger Matthew Stanton Dunne Lana S. Han Alexander W. Koff J. Philippe W. Brisson Elizabeth Anne Duwe Adam Hanan Natasha G. Kohne Lara Brook Heather Anne Eisenlord Allison Harder Kevin Kolben Mary Sue Brooks Alina Dawson Eldred David Tipp Hardin Irina Kolmakova
44 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Albert J. Kostelny Yael Mizrahi Frederick Rawski James Syta Jaromir Kovarik Yeah Sil Moon Laura F. Redman Fernando Szterling Jacqueline E. Kozary-Scott Jose Miguel Morales Herman Reinhold Eva S. Szudej Valeria Kozhich Jeremy D. Morley Scott D. Relf Irina Taka Torsten M. Kracht Maria Viette Morris Jocelyn M.T. Rettic Regina Tamburello Goergina Kracun William Thomas Morrison Nathalie Rey Jordan Julius Tan Alexandra Decamp Kremer Christer Mossberg James M. Rhodes Atsushi Tatsuta Chris D. Krimitsos Bevin Tricia Murphy Ramon E. Rivera Cameron Phillip Taylor Darlene Palaganas Kurt Katrina Helene Murphy Kenneth S. Rivlin Charles M. Taylor Richard Kuslan Vincent Kiplangat Mutai Dena Rizopoulos Joaquin P. Terceno Grant Martin Lally Irena Mykyta R. Scott Robinson Mohana Priya Jawahar Terry David Tenyu Lan Kalpana Nagampalli Paula Rochwerger Jennifer Thomas Michelle N. Langhoff Burim Namani Predrag Rogic Cynthia L. Thompson Eleni A. Larcombe Day Inna Nazarova Virginia Grace Rosa Melissa Mae Tiarks Genevieve K. Larobardier Adrian Neritani Kizzy K. Rosenblatt Rae Pace Timothy Susan M. Lazorchick Gerald Patrick Neugebauer Michaela Eve Rosenholz Gary Lee Tomasulo Christopher John Le Mon Joseph E. Neuhaus Adam Ross Paul Michael Townsend Alan G. Lebowitz Jessica Neuwirth Elissa Rossi Lois Traunstein Min-Kyong Lee Steven Santos Neves Daniela Rost Rebecca J. Trent Young Jun Lee Sandra S. Nichols David J. Rowland Phuong Ngoc Trinh Robert Lefkowitz Reid A. Nicolosi Kelly Ann Ryan Jacquelyn Trussell Devin S. Lei Adam Nyhan Jung Ryu Ernest A. Tuckett Paul Nicholas Lekas Robin Ejima O’Connor William R. Samuels Lara Turcik Kevin J. Lennon Keith Peter O’Grady Evelyn L. Sanchez Craig L. Uhrich Glenn David Leonardi Gregory M. O’Molesky Aine M. Santry Adaobi Sylvia Ukabam Michael A. Levine Judith D. O’Neill Babar Sattar Timothy N. Unwin Ilona Lewyckyj Obasi Okafor Obasi Stephen V. Scali Hirotaka Uranaka Wen-chun Li Bedros Odian Nicholas Joseph Scheib Andrew K. Van Benschoten Enrique E. Liberman Tomoko Ogi Evan Schein Carl Van Der Zandt Emma Louise Lindsay Afigo Ifeoma Okpewho Connie Schin Iva G. Vasilev Joan C. Lipin Atsuko Okubo Allan L. Schlang Jorge Velarde Amy Norris Lippincott Jose Antonio Olaechea Michael Schwarz Felix Vera-Cruz Barra Ross Little Juliana P. Oliveira Michael Anton Sciortino Lisa Anne Vigna Howard M. Loeb Saule T. Omarova Liana Yvonne Sebastian Vito R. Vincenti Eleanor Anne Loukass Christine M. Ongchin Rachael E. Seevers Natalie Voevodkin Zheng Lu Kelechi Onwucherwa Amelia Katherine Seewann Jennifer N. Vogel Sönke Lund Anwar Ouazzani-chahdi Philip Segal Oliver Von Schweinitz Bing Luo Hernan Pacheco Andrew Howard Seiden Susannah Wakefield Phillip Stephen Lupton Beatty B. Page Darren R. Seilback Julie Lauren Wald Claudio Javier Lutzky Pedro Pais De Almeida Daniel Edward Seltz Elizabeth Mcneill Walker William C. Lynn Vijaya Rangan Palaniswamy Muhammad Shabbir Gregory Martin Walters Thomas MacManus David B. Palinsky Joel M. Shafferman Cheng Wang Stephanie Bettina Magnell Thomas Allen Parachini Michael L. Shain Shane M. Watson Eric Magnelli Bo-Yong Park Robert Morrow Shaw Wendy Patricia Wedderburn Tareq Mahmud Jason A. Park Benjamin Levi Shinewald David Weild Irena Makeeta Juras Emily Myrtle Elisabeth Yuri Shinozuka Titus J. Weinheimer Guillermo Malm Green Parkhurst Samuel Peter Shuler Amanda M. Weir Michael J. Maloney James Vincent Pascale William Simon Amanda Wetzel Burt Jin Markham Alex Gregg Patchen Michael B. Skalka Shawn Ray White Lucy Edith Martinez Mayur Patel Autumn Wind Smith Laris M. Wick Jacob J. Marx Michael Peng Edward S. Solomon Isaac G. Wiles John Fouad Matouk Megan Penick Olga Someras G. Robert Witmer Vladimir Matsiborchuk Camilo A. Perdomo Glynn Kenneth Spelliscy Nigel Jonathon David Wright Edwin S. Maynard Jared J. Perez Melysa Sperber Anna Wroblewska Terry William McBride Rajpattie Persaud-Billette William R. Spiegelberger Tao Wu Timothy James McCarthy Reimar S. Petursson Bernard Spoor Robert Yadgarov Peter A. McKay Natasha Esther Phillip Joshua D. Sroka Andrew Yen John Mark McWatters Christopher A. Pih Stanley T. Stairs Rachel Yoon Russell Charles Menyhart Agnes Poggi Shane Thomas Stansbury Hyun-Sang Youn Frederick J. Micale Petr Polasek Jonathan David Philip Stevens Wassim Youssef David Michel Carol A. Pollack Margaret Ellen Strickler Rufiath Yousuff Amy J. Mikolajczyk Matthew S. Poulter Sonya Ann Strnad Andres Zamberk Kayvon Milani Andrea J. Prasow Christopher Strong Amy M. Zecher Donald D. Miller Roger V. Pugh Nicole Stryker Haixiao Zhang Sonia E. Miller Neil A. Quartaro Alona Sulman Matt Ziegler Olga Miroshnichenko Jenik R. Radon Jeffrey M. Sulman Benjamin M. Zuffranieri Joshua David Ratner Eduardo Zuleta
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 45 NYSBABOOKS Entertainment Law
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Contents Minors’ Contracts in the Entertainment Industry The Phonograph Record Industry Personal Management Music Publishing Television and Television Cosponsored by the Entertainment Law Program Development Section and the Committee on Continuing Legal Education of the New York State Bar The Film Industry Association. Entertainment on the Internet Legal Aspects of Producing in the PN: 40863 • 782 pp Commercial Theater List Price: $150 Book Publishing: Author/Publisher Mmbr. Price: $125 Agreements Includes shipping and handling. To order call 1-800-582-2452 or visit us online at www.nysba.org/pubs Mention code: CL2469 when ordering. New York State Bar Association
46 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 NEW YORK STATE BAR ASSOCIATION
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NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 47 International Law and Practice Section— Executive Committee—Officers
Chair...... Robert J. Leo Vice-Chair/CLE ...... John E. Blyth (212 949-7120) (585 325-1710) Vice-Chair/Membership ...... Joyce M. Hansen Chair-Elect ...... John F. Zulack (212 720-5024) (212 412-9550) Vice-Chair/Membership ...... Allen E. Kaye Executive Vice-Chair...... Oliver J. Armas (212 964-5858) (212 912-7627) Vice-Chair/Committees ...... Mark H. Alcott (212 373-3179) Secretary ...... Calvin A. Hamilton (3491 319-9686) Vice-Chair/Annual Meeting ...... Marco A. Blanco (212 696-6128) Assistant Secretary ...... Joyce M. Hansen Vice-Chair/Publications...... David W. Detjen (212 720-5024) Editorial Board (212 210-9416) Treasurer ...... Lawrence E. Shoenthal Vice-Chair/ ...... Dr. Kathryn Bryk Friedman (212 375-6847) Domestic Chapters (716 845-2102) Vice-Chair/Liaison w/Other...... Steven C. Krane Vice-Chair...... Sydney M. Cone, III International Bar Associations (212 969-3435) (212 225-2090) Vice-Chair/Liaison w/Canadian...... Leonard V. Quigley Delegates to House of Delegates ...... James P. Duffy, III Bar Associations and Law Societies (212 373-3320) (516 228-0500) Vice-Chair/International Division....Eduardo Ramos-Gomez (212 692-1074) Paul M. Frank (212 210-9540) Vice-Chair/Awards ...... Saul L. Sherman (631 537-5841) Kenneth A. Schultz Vice-Chair/Diversity ...... Lorraine Power Tharp (212 818-9200) (518 487-7730)
Section Committee Chairs and Co-Chairs
Asia Pacific Law ...... Junji Masuda Corporate Counsel ...... Carole L. Basri (212 258-3333) (212 982-8243) Awards ...... Jonathan I. Blackman Michael J. Pisani (212 225-2000) (516 849-0508) Michael M. Maney Customs and International Trade ...... Claire R. Kelly (212 558-3800) (718 780-0398) Lauren D. Rachlin Stuart M. Rosen (716 848-1460) (212 310-8000) Central & Eastern European Immigration and Nationality...... Jan H. Brown and Central Asian Law ...... Serhiy Hoshovskyy (212 397-2800) (646 619-1123) Inter-American Law/ Communications ...... John F. Zulack Free Trade in the Americas ...... Carlos E. Alfaro (212 412-9550) (212 698-1147)
48 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 International Banking, Securities Multinational Reorganizations & & Financial Transactions...... Joyce M. Hansen Insolvencies ...... Robert W. Dremluk (212 720-5024) (212 696-8861) Eberhard H. Rohm Publications ...... Prof. Charles Biblowit (212 773-5771) (718 990-6760) International Dispute Resolution ...... Peter H. Woodin David W. Detjen (212 594-4454) (212 210-9416) International Employment Law...... Aaron J. Schindel Lester Nelson (212 969-3090) (212 983-1950) International Entertainment Law...... Gordon Esau Richard A. Scott (604 443-7105) (212 218-2995) International Environmental Law ...... John Hanna, Jr. (518 487-7600) Public International & Comparative Law/ Andrew D. Otis Arms Control & National Security ....Prof. Charles Biblowit (212 696-6000) (718 990-6760) Mark F. Rosenberg Ambassador Edward R. Finch, Jr. (212 558-3647) (212 327-0493) International Estate & Trust Law...... Michael W. Galligan Real Estate ...... Thomas Joergens (212 841-0572) (212 284-4975) International Human Rights ...... Arthur L. Galub Seasonal Meeting...... Gerald J. Ferguson (212 595-4598) (212 589-4238) Rachel Kaylie Michael W. Galligan (212 406-7387) (212 841-0572) International Intellectual South Asia Law ...... Babar Sattar Property Protection ...... Gerald J. Ferguson (212 859-8776) (212 589-4238) Tax Aspects of International Trade L. Donald Prutzman & Investment ...... Marco A. Blanco (212 355-4000) (212 696-6128) International Investment ...... Lawrence E. Shoenthal Javier Asenio (212 375-6847) (212 784-8791) International Litigation...... Thomas N. Pieper United Nations & Other (212 912-8248) International Organizations...... Jeffrey C. Chancas International Matrimonial Law ....Rita Wasserstein Warner (212 431-1300) (212 593-8000) Edward C. Mattes, Jr. International Privacy Law ...... Nava Bat-Avraham (212 308-1600) (212 217-0088) U.S.-Canada Law ...... David M. Doubilet Laura Lee Becking (416 865-4368) (212 773-3829) Western European (EU) Law...... Stefano Crosio Andre R. Jaglom (212 424-9174) (212 508-6740) Michael Lee Sher International Sales & Related (212 421-1311) Commercial Transactions ...... John P. McMahon Women’s Interest (803 980-1800) Networking Group ...... Jennifer King International Trade Compliance ...... Timothy Michael Ward (212 412-9537) (212 899-5560) Meryl P. Sherwood (212 644-2343) International Transportation...... William Hull Hagendorn (914 337-5861) Alfred E. Yudes, Jr. (212 922-2211)
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 49 International Division—Chapter Chairs and Co-Chairs Amsterdam Cyprus Lima Steven R. Schuit Christodoulos G. Pelaghias Guillermo J. Ferrero Allen & Overy 27 Gregory Afxentiou Avenue Estudio Ferrero Abogados Postbus 75440 PO Box 40672 Av. Victor Andres Belaunde 395 Amsterdam 1070AK Larnaca, 6306 Cyprus San Isidro Netherlands (357) 2465-4900 Lima, 27 Peru 511 442-1320 Barcelona Dublin Jaime Malet Eugene P. Fanning Jose Miguel Morales Malet, Abogados EP Fanning & Co. Estudio Aurelio Garcia Sayan Avda. Diagonal 490, Pral. 71 Ailesbury Road Av. El Rosario Barcelona 08006 Ballsbridge San Isidro Lima 27 Peru Spain Dublin 4 Ireland (34) 93 238-7711 (353) 1219-5935 Jose Antonio Olaechea Estudio Olaechea Berlin Frankfurt Bernardo Montegudo 201 Dr. Jens Eggenberger Dr. Rudolf Colle San Isidro Lima 27 Peru Freshfields Bruckhaus Deringer Oppenhoff & Raedler 511-264-4040 Potsdamer Platz 1 Linklaters Mainzer Landstrasse 16 Berlin 10785 Frankfurt 60325 Germany Lisbon Germany 49-69-71003-440/250 Pedro Pais De Almeida (212) 455-2616 PACSA Law Firm: Geneva VAT PT 503 655 511 Brussels Nicolas Pierard Av. Liberdade, 144, 7 DT. George L. Bustin Borel & Barbey 1250-146 Lisbon Portugal Cleary Gottlieb et al. 2 Rue De Jargonnant 351-21-324-1600 57 Rue De La Loi Case Postale 6045 Brussels 1040 Belgium Geneva 1211 6 Switzerland London 011-(322) 287-2000 4122-736-1136 Jonathan P. Armstrong Eversheds, LLP Budapest Israel Senator House Andre H. Friedman Mitchell C. Shelowitz 85 Queen Victoria Street Nagy & Trocsanyi, LLP Nixon Peabody, LLP London EC4V 4JL UK 1114 Avenue of the Americas 437 Madison Avenue 44-0-113-200-4658 Suite 4250 New York, NY 10022 New York, NY 10036 (212) 940-3090 Randal John Clifton Barker (212) 626-4202 Genworth Financial Eric S. Sherby 80 Strand Buenos Aires Sherby & Co., Advs. London WC2R 0GR Juan Martin Arocena South African Building England Allende & Brea 12 Menahem Begin Street (442) 075-991-514 Maipu 1300 Ramat Gan 52521 Israel 10th Floor 972-3-753-8668 Anne E. Moore-Williams Buenos Aires 1006 Argentina 310 The Whitehouse 54-1-1-4318-9930 Istanbul 9 Belvedere Road Dr. Mehmet Komurcu London SE1 8YS UK Guillermo Malm Green Birsel Law Offices (0044) 7802-756-776 Brons & Salas Inonu Caddesi No. 53 Kat 4 Maipu 1210, 5th Floor Gumussuyu Lugano Buenos Aires C1006ACT Argentina Istanbul 34437 Turkey Lucio Velo 5411-4891-2707 90-212-245-5015 Velo & Associati Piazza Riforma #5 Alberto Navarro 6900 Lugano 1, Switzerland G. Breuer 0041 91 924 0451 25 De Mayo 460 Buenos Aires C1002ABJ Argentina 5411-4313-8100
50 NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 Luxembourg Panama Stockholm Alex Schmitt Alvaro J. Aguilar Carl-Olof Erik Bouveng Bonn Schmitt & Steichen P.O. Box 55-1110 Advokatfirman Lindahl HB 44, Rue De La Vallee Paitilla Box 14240 L-2661 Luxembourg Panama City 99999 Panama SE-104 40 Stockholm, Sweden 011-352-45-5858 011-507-263-5553 (+46) 670-5800 Madrid Juan Francisco Pardini Toronto Calvin A. Hamilton Pardini & Associates David M. Doubilet Monereo, Meyer & Marinel-lo PO Box 9654, Zone 4 Fasken Martineau DuMoulin, LLP C/Bárbara De Braganza 11, 20 Panama City, Panama Box 20, Toronto Dominion Ctr. Madrid 28004 Spain (507) 223-7222 Toronto M5K 1N6 Canada (3491) 319-9686 (416) 865-4368 Paris Clifford J. Hendel Douglas Glucroft Vancouver Araoz & Rueda 51, Rue Dumont D’Urville Donald R. Bell Castellana 164 Paris 75116 France Davis & Company Madrid 28046 Spain (331) 4501 4501 2800 Park Place 3491 319-0233 666 Burrard St. Rome Vancouver V6C 2Z7 BC Canada Manila Cesare Vento (604) 643-2949 Efren L. Cordero Gianni Origoni & Partners 44 Aberiquet Street B.F. HEVA Via Delle Quattro Fontane, 20 Vienna Las Pinas City Rome 00184 Italy Dr. Christoph Kerres Metro Manila Phillipines (0039) 06-478-751 Baker McKenzie-Kerres and Diwok (632) 631-1177 Schubertring 2 San Jose A-1010 Vienna Milan Hernan Pacheco (431) 516-60-100 Maurizio Codurri Pacheco Coto Attorneys at Law Frau & Partners 517 11th Avenue Zurich Via C. Poerio 15 San Jose 01000 Costa Rica Dr. Erich Peter Ruegg Milano 20129 Italy Schumacher Baur Hurlimann Santiago +39 02764271 Oberstadtstrasse 7 Francis Lackington 5400 Baden Switzerland Montevideo Baeza, Larrain & Rozas 41 56 2000707 Nicolas Jorge Herrera Av. Apoquindo 3001 Guyer and Regules Piso 13 Martin E. Wiebecke Plaza Independencia 811 Santiago, 7550227 Chile Anwaltzburo Wiebecke 11100 Montevideo, Uruguay (562) 335-7340 Kohlrainstrasse 10 Kusnacht Moscow São Paulo Zurich, CH-8700 Switzerland Mads Stanley Robert Loewe Pablo M. Bentes (41) 1914-2000 Ulitsa Pudovkina, Dom 3, Kv. 46 Machado, Meyer, Sendacz e Opice Moscow 119285 Russia Advogados Council of Licensed Legal +7095-790-7558 Rua Da Consolacão Consultants 247, 3° Andar Hernan Slemenson São Paulo, 01301-903 Brazil Marval O’Farrell & Mairal 55-11-3150-7623 509 Madison Avenue Suite 506 New York, NY 10022 (212) 838-4641
NYSBA New York International Chapter News | Spring 2005 | Vol. 10 | No. 1 51 Request for Contributions New York International
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