Emerging Markets

Emerging Markets Promise Growth for the Next Decade and Beyond

The world’s emerging markets hold great promise for economic growth, offering businesses, financial institutions and investors new opportunities to expand their revenue base and reduce operating costs by tapping into dynamic new customer, labor and investor markets and investing in higher-yielding financial assets.

Increased investment, trade and diversification in emerging markets provide positive long-term prospects for the participants and their customers and investors. To participate in transactions in emerging markets, however, a company must be well-prepared—and well-advised – and Herzfeld & Rubin, P.C. offers over twenty years of leadership in guiding clients through the complexities of operating in such markets.

Mutual Success in Emerging Markets

At Herzfeld & Rubin, P.C., we recognized the importance of emerging markets more than 20 years ago. We opened an office in Romania in the early 1990’s from which we expanded our practice, first into South East Europe across several practice areas and then globally to Latin America, Asia and Africa. Our early introduction to emerging markets has provided our team of professionals with experience working with enterprises in many regions throughout the world on a large variety of matters, which is complemented by the knowledge and expertise of H&R lawyers in other, related practice groups. Our team is further complemented by the lawyers of our affiliated law firms, Rubin Meyer Doru and Trandafir in Romania and Balter Guth Aloni in Israel. Recognizing that our clients’ success is our own, H&R is constantly investing in our capability to provide our clients with both comprehensive advice and strong execution in these dynamic markets.

Our Experienced Team Provides the Confidence You Need

Although transactions in emerging markets may have the same basic structure as in other jurisdictions, their execution can be far more complex due to legal, regulatory, cultural and political differences that require knowledge and understanding of the local landscape. Our depth and wealth of experience in structuring and executing complex transactions in unusual places and managing local law firms enables our clients to navigate their way through the sometimes uncharted waters of emerging markets with confidence. We free you to attend to growing your business instead of getting caught in legal and regulatory quagmires.

Most significantly, we provide our services in a highly cost-effective manner at rates lower than comparable practitioners in the field.

Our Industry Experience

There is no substitute for having a team with a sophisticated understanding of the client’s business and industry. Among the industries with which our attorneys have significant experience are:

  • Agricultural Equipment Manufacturing and Distribution
  • Automotive
  • Banks and Financial Institutions
  • Chemicals
  • Consumer Products and Retail (including Toys, Food and Beverage and Packaging)
  • Construction
  • Energy and Natural Resources
  • Defense
  • Health Care and Pharmaceuticals
  • Information Technology
  • Insurance
  • Internet Technology and Website Development
  • Media and Entertainment
  • Real Estate
  • Software
  • Telecommunications
  • Tourism
  • Transportation

 

Our Practice Experience

H&R lawyers have represented domestic and foreign companies, banking institutions, global investment banking firms, international investors and other parties in numerous privatizations, public and private securities offerings, mergers & acquisitions, reverse mergers and alternative public offerings, commercial financings, joint ventures and other complex transactions. They have provided domestic tax advice to the world's largest beverage company, the world's largest manufacturer of mainframe computers, the world's largest consumer products manufacturer, one of Europe's largest pharmaceutical firms, several foreign banks, leading multinational defense contractors and other firms engaged in manufacturing, shipping and real estate development. Representative transactions include:

Financings

  • Leasing arrangements for investors involved in oil exploration concessions, industrial manufacturing and trade industries.
  • Financings of various businesses in South Africa through access to the international debt capital markets.
  • International term and revolver loans and lines of credit for major financial institutions.

Mergers & Acquisitions

  • Acquisition of two large Black Sea oil refineries.
  • Acquisition of a half billion dollar automotive manufacturing business.
  • Acquisition and licensing of cable television companies.
  • Acquisition of chemical and petro-chemical production facilities.
  • The acquisition and licensing of radio and television stations.
  • Sale of a major automotive parts manufacturer.
  • Sale of a large cement manufacturer.
  • Acquisition of a major steel plant.
  • Purchases of aeronautical and defense industry firms.
  • Acquisition of assets of banking institutions.

Privatizations

  • Privatization of the Romanian state-owned oil company, Petrom.
  • Privatization of RomTelecom, Romania's fixed telephone service provider.
  • Privatization of a large metals plant.
  • Privatization of petrochemical plants, tire producers, farm machinery manufacturers, packaging plants, cable manufacturers, telecommunications service providers and pharmaceuticals companies.

Other Cross-Border Transactions

  • Establishment of a major production facility for one of Europe's largest tire producers.
  • Establishment and operation of joint ventures in various disadvantaged and Tax Free Zones.
  • Joint ventures with pipe and valve producers.
  • Establishment of major breweries, mineral water plants, automotive parts manufacturers, kitchen appliance manufacturers and retail stores.

In all of these transactions, H&R’s lawyers brought together the unique combination of good lawyering and public affairs counseling that are essential to the successful conclusion of transactions in the evolving political and economic environments characteristic of emerging markets. Creative structuring of transactions is a hallmark of H&R’s practice that benefits from the resources provided by our various offices and support from our competition law experts.

Our lawyers have also advised private companies, government and quasi-governmental agencies and securities and commodities exchanges regarding regulatory issues, currency swaps, corporate governance and fiduciary issues. For example:

  • The firm has acted as international counsel for the Ministry of Transportation of Romania in regard to securitized and non-securitized bond offerings on European national markets.

  • H&R's attorneys successfully concluded a major foreign currency swap after the issuance of Romanian Samurai bonds on the world market.

  • H&R obtained the requisite approvals and licenses necessary for a number of our clients to commence banking operations in emerging markets.

  • H&R attorneys have performed legal due diligence examinations on large banks and other financial institutions in the emerging markets.

  • H&R acted as General Counsel to the Bucharest Stock Exchange during its first year of operations.

  • H&R advised listed companies on the emerging markets’ stock exchanges in regard to compliance issues and stockholder matters.

  • H&R developed the policy framework and drafted the legislation necessary for the conversion of private ownership funds into mutual funds and has assisted the International Monetary Fund with respect to the implementation of a secondary securities market.

H&R has played a major role in significant power projects, including proposed power generation and partial privatization arrangements.

In order to assist companies doing business in emerging markets in securing needed financing for infrastructure investments, H&R attorneys formulated a "commercial paper program" whereby promissory notes issued by the companies were sold and traded. Such an issuance provided a superior form of financing as opposed to bank credits that were limited and obviated the need to engage in a costly currency exchange.

H&R attorneys have also structured syndicated loans from Western lenders, guaranteed by governments, and required to finance short-term energy needs.

H&R has acted as international counsel for Romania’s National Road Administration in regard to bond offerings for road construction projects. And H&R attorneys have represented successful bidders in both analog and GSM licenses for cellular telephone networks in substantial telecommunications transactions. We have also worked on transactions involving satellite, radio, cable television and other related areas.

The firm also has an extensive practice in virtually all aspects of real estate development and finance, with broad experience in matters relating to the ownership, assembly, acquisition, development, construction, operation, financing and securing of real estate assets. H&R represents prominent U.S. and international developers in a wide range of projects including development of a $2.2 billion entertainment center in Eastern Europe.

H&R advises U.S. and foreign companies on developing, implementing and rigorously reviewing their Foreign Corrupt Practices Act (“FCPA”) compliance programs and familiarizing their overseas branches, subsidiaries, managers and agents with corporate procedures for handling contracts with foreign government entities or involving government officials. Our attorneys' work on FCPA issues not only encompasses issues directly associated with compliance programs, but also entails risk assessment, conducting internal investigations related to potential violations, transaction counseling (when working with state-owned entities or other high-risk enterprises) and advising buyers and sellers regarding FCPA due diligence in mergers and acquisitions.

Arbitration of investor disputes is an emerging and increasingly expanding aspect of international trade law. H&R has a proven track record assisting multinational companies and other clients in arbitrations conducted throughout the world, and are experienced in international commercial arbitration, both as counsel and as arbitrators.

The firm has also provided advice to the Government of Romania in regard to the creation of historic urban district legislation and urban business improvement legislation in connection with the renovation of the nation's historic urban districts.

We provide advice regarding international trade from field to market and from factory to showroom. We are experienced in negotiating and finalizing contracts for production and supply, together with our transportation specialists (including maritime and admiralty law). We provide advice regarding shipment and transportation, warehousing, freight forwarding and distribution, asset confiscation and expropriation, and trade finance.

Additionally, among other transactions, H&R has provided advice with respect to:

  • Redevelopment of Baneasa Airport.
  • Development of over a dozen hotel and resort projects.
  • Acquisition of land and negotiation and review of leases for properties, including agricultural land, which efforts involve the preparation of purchase and lease agreements as well as mortgage and funding documentation and the provision of advice on complex environmental and pollution matters, land ownership issues relative to claims by previous owners, ownership issues and the clarification of conflicting titles.
  • Various office and hotel projects for large real estate developers, including the largest such developers from Israel and Greece.
Capabilities That Enhance Our Clients’ Prospects

A Full Range of Services

H&R has a range of practice areas that work regularly in matters involving the emerging markets and in related client activities. Each team of attorneys collaborates firm-wide in order to offer our clients the specialized knowledge that is needed in the emerging markets. The areas in which we most often work include the following:

  • Capital Markets
  • Foreign Corrupt Practices Act
  • Global Trade
  • International Arbitration and Litigation
  • International Distributorship Agreements
  • Investment Funds
  • IP and Warranty Protections
  • Mergers, Acquisitions and Joint Ventures
  • Privatization Transactions
  • Real Estate-Related Transactions
  • Restructuring
  • Securitization
  • Trade Finance, Letters of Credit, Terms of Trade

Added-Value Capabilities

  • § Fluency in local languages, including Mandarin Chinese, French, German,  Hungarian, Italian, Romanian, Russian, and Spanish
  • Understanding of the cultural nuances with implications for business activities in a given country
  • Familiarity with jurisdictional regulatory and international trade laws
  • Understanding of market access issues and ability to identify points of entry for clients
  • Strategic partnerships, alliances and overall recognition in the industries and global institutions and organizations that work most in emerging economies
H&R’s Unique Strengths in the Emerging Markets

The strength of H&R’s Emerging Markets Practice Group lies in the extraordinary lawyers who serve our clients. Please learn more about the people behind our services:

  • Mark A. Meyer, Chair of our Emerging Markets Practice Group, is an international lawyer with widely recognized expertise in international joint ventures, mergers and acquisitions, privatizations, and international arbitrations for major U.S., European and Israeli corporations engaged in manufacturing, energy, tourism, transportation, telecommunications, real estate development and capital-raising activities throughout the world. In 2007, St. John’s University School of Law conferred upon Mr. Meyer the degree of Doctor of Laws, honoris causa, describing him as “a pioneer in promoting the rule of law in Central and Eastern Europe since 1990.” Two European governments have decorated Mr. Meyer with their highest honors for his distinguished service in promoting the rule of law, and Harvard Law School named him a Traphagen Distinguished Alumnus for his “great skill in the economic, legal and political transformation of a developing region.” He is a member of the Panel of International Arbitrators of the International Centre for Dispute Resolution SM (ICDR), the international division of the American Arbitration Association, as well as the panel of the Romanian Court of International Commercial Arbitration in Bucharest. As an Adjunct Professor of Law at St. John’s University School of Law he created and teaches the first law school course of its kind in “Transactions in Emerging Markets”.
  • Eric C. Rose, a multi-lingual international attorney, served for over a dozen years in leading in-house business development positions at leading Fortune 500 companies such as John Deere, Tyco Toys and American Standard. In that capacity, Eric lead a number of mergers, acquisitions, joint ventures and greenfield projects in two dozen developing countries on four continents including, among other, in Bulgaria, Russia, Turkey, Thailand, Vietnam, China, South Africa, Egypt, Turkey, Chile, Colombia and Mexico. While in private practice at major law firms, as well as while leading an international management consulting company, Eric has specialized in reorganizing privately-held mid-tier companies in the energy-equipment manufacturing and defense industries, preparing them for IPOs and M&A transactions.

  • Sergiu Doru is one of Romania's foremost lawyers. He graduated from the University of Bucharest School of Law in 1982 and was admitted to the Bucharest Bar that same year. He is a highly regarded specialist in capital markets and banking law, representing major Western financial institutions in a wide variety of financial transactions including project finance, municipal and Romanian State bond offerings, asset-based lending, unsecured financing, letter of credit transactions, real estate financing, asset securitization, and credit enhancement arrangements. In addition, Mr. Doru has assisted foreign banks in establishing and chartering branches and representative offices in Romania. He advises on cross-border transactions, joint ventures, off-shore investment funds, and international trade and trade finance matters throughout South East Europe.

  • Corin Trandafir is a Fulbright Scholar admitted to the Bucharest Bar. He also received a diploma in Comparative Law from La Faculte Internationale de Droit Compare in Strasbourg, France. Mr. Trandafir is one of Romania’s leading experts in antitrust and competition law matters and specializes in international arbitration. He has successfully engaged in numerous arbitration proceedings throughout Europe involving matters arising from transactions in the continents emerging market nations.


Keen Advice and Knowledgeable Implementation is Key in Emerging Markets, where Legal, Social, Business and Political Cultures Differ

Through the advice of experienced counsel, clients entering unfamiliar emerging markets can more easily bridge the sometimes vast cultural differences that exist in terms of business norms in various parts of the world. Clients have come to rely upon our advice because they know that our execution of their requirements is distinguished by the depth and wealth of our experience, steeped in both civil and common law. We are proud of our team’s ability to provide clients in emerging markets with exceptional quality legal representation; while this does not guarantee business success, its absence increases the risk of disappointing results. Our lawyers are constantly seeking ways to improve our clients’ likelihood of success. In the emerging markets more so than anywhere else, this requires experience, depth and an awareness of the cultural and legal nuances that must be considered in each matter.

Additional materials concerning the lawyers who form the core of our emerging markets practice, as well as information concerning our firm as a whole, can be found on our website and are available upon request.

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