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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, June 18, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This CLE course will provide a framework for U.S. attorneys to give opinions in cross-border transactions, including enforceability, authority, choice of law, the golden rule, misleading opinions, and more. The panel will discuss how differences in custom and practice between U.S. and non-U.S. lawyers can affect these opinions and the assumptions, exceptions, and qualifications that should be incorporated.

Faculty

Santucci Ettore
Shareholder
Goodwin Procter LLP

Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions. In his active cross-border transactional practice, he regularly advises U.S. clients in outbound investments, international joint ventures and M&A, and is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.

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Bidwell J. Truman
Shareholder
Sullivan & Worcester LLP

Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of international asset financing, banking, structured finance and insolvency. He represents lessees, lenders, developers, owners, underwriters and equity investors in infrastructure transactions. In addition, he represents major banks, domestic and foreign corporations, investment banks, and domestic and foreign lenders in a broad spectrum of financial transactions.

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van Schilfgaarde Elizabeth
Shareholder
NautaDutilh

Ms. van Schilfgaarde is Managing Partner of NautaDutilh's New York office. She serves as Dutch counsel in a wide range of cross-border finance transactions, including asset-based lending, tech finance, acquisition finance, financial restructuring, as well as debt capital markets transactions. Ms. van Schilfgaarde represents borrowers and issuers, as well as many of the leading international banks and direct lenders.

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Chin Sylvia
Shareholder
White & Case LLP

Ms. Chin is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing transactions. Clients have benefited from her experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Such clients seek Ms. Chin's advice on leases involving aircraft, oil-drilling equipment, satellites and other equipment, and in projects involving cogeneration, waste-to-energy, alternative energy, hydroelectric and manufacturing facilities.

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Description

As international transactions have become more common, so have requests for legal opinions dealing with cross-border issues. These opinions often raise legal issues that do not arise in, or are different from, those that arise in domestic transactions. Differences in legal practices and legal systems easily lead to misunderstandings. This webinar will discuss means for dealing with these issues, including assumptions, exceptions, and qualifications to facilitate and ease the process of rendering cross-border legal opinions.

The webinar will also discuss particular opinion issues that are dealt with in cross-border transactions, including the enforceability of contracts governed by foreign law, choice of law, arbitration, the legal authority of U.S. parties, qualification requirements of non-U.S. parties, no violation of U.S. or state law, and the meaning of customary practice in the international context.

The panel will address many of the topics addressed in the ABA's "Cross-Border Closing Opinions of U.S. Counsel," (the ABA Report).

Listen as our authoritative panel discusses the issues presented in cross-border legal opinions.

Outline

  1. Differences in legal custom and practice in cross-border transactions
  2. Opinions frequently requested and suggestions on how to address
    • Enforceability based on "as-if" assumption of U.S. law--to be avoided
    • Choice of non-U.S. law as the governing law
    • International arbitration: enforceability of the agreement to arbitrate
    • Cross-border litigation; recognition of foreign judgments, Hague Convention
    • Entity status and authority
    • No breach or default
    • No violation of U.S. laws
    • Sovereign immunity
  3. No requirement to qualify to do business in the U.S.
  4. Assumptions, exceptions, and qualifications for cross-border opinions

Benefits

The panel will review these and other key issues:

  • In what ways might U.S. legal opinion custom and practice differ from other countries?
  • What is the typical scope of a cross-border opinion and what opinions are required?
  • What suggestions does the ABA Report provide regarding facilitating better understanding and reducing the opinion giver's risk?