EXPLORING THE FUNDING ROADMAP
– Entering U.S. Markets
Harry Grill
Jim O’Hare
Tom Turano
June 16, 2005
www.klng.com
Agenda
 Introduction to K&LNG
 U.S. Corporate Practice
 U.S. Expansion Issues
 Labor & Employment
 Intellectual Property
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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.
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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
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Discussion
Form of Entity
-
Structure
Tax
Employees
Location
Finance
- Venture Capital
- Bank Financing
- Stock Exchange Listing
Employees
-
Contracts
Compensation/Benefits
Intellectual Property
Work Permits/Visas
Retention Devices
Real Estate
-
IT Infrastrucure
-
Software Licensing
Internet Security
E-Commerce
Privacy
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Lease
Development
Finance
Permits
Intellectual Property
-
Licensing
Patent
Trade Secret
Trademark
Copyright
Basic Employment Issues
Employee Classifications
Mandatory Insurance & Reporting
 Independent Contractor v.
Employee
 Unemployment Insurance
 Determine overtime
obligations by classifying
employees as “exempt” or
“non-exempt” under
FLSA/State Wage & Hour
laws
 New hire reporting to (state)
Department of Revenue
 Workers’ Compensation
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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
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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 NOT identical
 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
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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
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