SelectUSA:

Legal Map for Indians Doing Business in the United States

© 2015 INBLF. All rights reserved

Kathy Roe

Jack RovnerAttorneys & Co-Founders

The Health Law Consultancy

INBLF’s Health Law BoutiqueChicago, Illinois USA

2October 2015

WHAT WE’LL TALK ABOUT

October 2015 3

Investing abroad for Indians

Exporting to the US

Creating a business entity in the US

Dealing with employees in the US

Intellectual Property in the US

Purchasing a US Business

Litigation in the US.

Robust business/commercial environment World’s largest unified national market

Strong market-based economy

Strong infrastructure & institutions

U.S. ECONOMY—OPEN FOR BUSINESS

October 2015 4

Healthy, stable capital markets Strong, solvent banking systems

Expansive private equity & venture capital

World-leading public equity markets

Stable, democratic political environment

World’s oldest constitutional democracy

Federalist system—dual federal/state sovereignty

Transparent law-making & implementation processes

Extensive governmental business development infrastructure, incentives & support

U.S. ECONOMY—SAFE FOR INVESTMENT

October 2015 5

Credible judicial system Rule of law based on precedent

Predictable enforcement of private contracts & commercial dealings

Protective of intellectual, real & personal property

Effective law enforcement & public safety Trained, disciplined police agencies

Local fire prevention & control

Ubiquitous public health infrastructure

U.S. ECONOMY—STABLE, PREDICTABLE LEGAL SYSTEM

October 2015 6

Overseas Investment Regulations

RBI allows investment abroad upto 400% of net worth

Pre-requisites for Overseas Investment.

Means of Funding

Entities allowed to invest.

Liberalised Remittance Scheme (LRS) for Individuals.

FOR INDIAN BUSINESSES INVESTING ABROAD

October 2015 7

Check whether product can be legally imported into USA.

Whether such product infringes on existing US Trademarks or Copyrights.

Due diligence of distributors.

Non-binding statement of terms followed by a properly drafted contract.

Contract to cover aspects of exclusivity, sub-agency, delivery terms, payment terms, minimum sales quotas (if any)

Taxation aspects- state and sometimes county/municipality specific taxes to be paid.

EXPORTING TO THE USA

October 2015 8

State-specific laws for business entities

Corporations.

LLCs

Joint Ventures- Distribution JV, Production JV, R&D JV.

One-person companies permitted

State-specific government incentives (esp. for manufacturing)

Choice of state may be determined by a mix of incentives and jurisdictional convenience

Partnerships.

CREATING A BUSINESS ENTITY IN THE UNITED STATES

October 2015 9

State-specific employment laws.

Agent, consultant, independent contractor or employee?

Employment Contract

Non-disclosure, non-compete, secrecy

Termination with cause/without cause

Confidentiality and invention assignment.

Post-employment non-compete

Non-discrimination among employees.

Withholding taxes and payroll taxes

DEALING WITH EMPLOYEES

October 2015 10

Incorporation certificates issued by Department of State, process is online and takes less than a day in New York (Fees USD 275)

Tax registration issued by State finance department in New York, process takes less than a day.

Register as an employer with Unemployment Insurance Division of State Labour Department, process takes less than a day

Arrange for Worker’s Compensation Insurance and Disability Insurance with New York State Insurance Fund

Publication of Articles of Organization and submissions of Affidavit of Publication (only for LLCs)

PROCESSES AND TIMELINES FOR NEW YORK

October 2015 11

Patents

Trademarks

Domain Names

Copyrights

Trade Secrets

Right of Publicity

IP Licensing.

INTELLECTUAL PROPERTY IN THE US.

October 2015 12

Due Diligence

Term Sheet

Stock Purchase or Asset Purchase?

Anti-Trust law aspects.

Taxation aspects

PURCHASING AN EXISTING US BUSINESS

October 2015 13

Highly litigious society.

Expensive and time-consuming

Requirement for well-drafted contracts.

Contract should permit recovery of legal fees

Pre-trial discovery

Arbitration clauses.

LITIGATION IN THE UNITED STATES

October 2015 14

United States & Canada—single practice boutiques Exceptional experience & expertise in their fields of legal focus

National coverage—chapters in major business centers (see www.inblf.com/locations)

Collectively deliver proficient legal services in all areas of law affecting business (see www.inblf.com/practicegroups)

Specialty practices not usually found at “big law” (e.g., immigration, creditors’ rights/collections)

International—independent, single-nation full-service firms Deep local knowledge of nations in which they practice

Global perspective—firms in most Asian-Pacific, European & Latin American business centers (see www.inblf.com/locations?ch=43; www.inblf.com/locations?ch=31; www.inblf.com/locations?ch=86)

Meet INBLF—INTERNATIONAL NETWORKOF BOUTIQUE LAW FIRMS (www.inblf.com)

October 2015 15

Ramesh Vaidyanathan

Attorney & Managing Partner ofAdvaya Legal, a full service law firm

with offices in Mumbai and Delhi

INBLF’s India AffiliateMumbai & Delhi, India

ADVAYALEGAL

16October 2015

Legal Map for Indians doing business in the United States

October 2015

Thank you for your time and attention