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EXPLORING THE FUNDING ROADMAP – Entering U.S. Markets. Harry Grill Jim O’Hare Tom Turano June 16, 2005. Agenda. Introduction to K&LNG U.S. Corporate Practice U.S. Expansion Issues Labor & Employment Intellectual Property. U.S. Corporate Practice.
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EXPLORING THE FUNDING ROADMAP – Entering U.S. Markets Harry Grill Jim O’Hare Tom Turano June 16, 2005
Agenda • Introduction to K&LNG • U.S. Corporate Practice • U.S. Expansion Issues • Labor & Employment • Intellectual Property
U.S. Corporate Practice • K&LNG currently represents or recently has performed projects for • over half of the Fortune 100. • 21 of the 25 largest mutual fund complexes or their investment managers. • 23 of the 25 largest U.S. bank holding companies or their affiliates. • Ranks 28th out of the 250 largest law firm. • Has averaged 25 new M&A engagements per month in recent years.
Nicholson Graham & Jones - K&L Merger • Extensive international resources • Substantial experience • 149 IPO deals closed internationally since 1998 • 127 attorneys in technology field • NGJ Testimonials • “...leading city lawyers who know and understand the UK markets – Official List, AIM and OFEX...” CBI 2004 • “This firm enjoys a reputation for commerciality strength, depth and commitment… the team also maintains a track record in AIM-related work.” Chambers 2003-2004 Corporate Finance
Employee Classifications Independent Contractor v. Employee Determine overtime obligations by classifying employees as “exempt” or “non-exempt” under FLSA/State Wage & Hour laws Mandatory Insurance & Reporting Unemployment Insurance Workers’ Compensation New hire reporting to (state) Department of Revenue Basic Employment Issues
Employment Practices & Policies Offer letters Handbooks Noncompetes/NDA’s Vacation policies Electronic communication policies Sales commission plans Payment of Wages: Statutory requirements Permissible payroll cycles The definition of wages and prohibit the forfeiture of wages Permissible vacation accrual/ paid-time-off policies When departing employees must be paid final wages Basic Employment Issues
Intellectual Property Considerations • Need to put in place a strategy for IP protection in a market long before you enter the market • IP rules are similar across various jurisdictions - NOTidentical • Depending on technology, additional protection may be available in the U.S. which is not available elsewhere: • patents on algorithms • patents on methods of treatment • patents on business methods
Contacts Harry Grill (617) 261-3132 hgrill@klng.com Jim O’Hare (617) 261-3219 johare@klng.com Tom Turano (617) 261-3148 tturano@klng.com Kirkpatrick & Lockhart Nicholson Graham 75 State Street Boston, MA 02109-1808