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Entering the U.S. Market: The Five Most Important Tax and Legal Issues

Product Code - TMW32
Speaker(s): Douglas S. Stransky and Michael J. Student, Sullivan & Worcester LLP
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The United States is often described as one of the easiest and most open countries in which to do business. However, it is also a highly legalistic society with a wide range of statutes and regulations that can entangle those trying to begin U.S. operations for the first time. This webinar is intended to provide an overview of the 5 most important legal and tax issues that should be considered when launching or expanding U.S. operations.

This presentation is designed for individuals with little or no experience working in the U.S. market. The presentation will focus on the U.S. legal and tax issues that those seeking to expand into the U.S. will face.

Presentation Objectives:
The objectives of this 90 minute audio discussion include providing participants with a conceptual understanding and practical application of the following:

I. Structures for entering the U.S. market (legal and tax implications)

  • Agent, distributor, other third party
  • Direct presence
    • Branch
    • Corporation
    • Limited Liability Company
  • Transfer pricing
  • Transfer of profits (withholding taxes)
II. Risk management
  • Liability issues (legal and tax implications)
  • Subsidiary
  • Contracts
  • Insurance
III. Financing/thin capitalization (legal and tax implications)
  • Owner liability if entity insufficiently capitalized
  • Piercing corporate veil
  • Limitation on deductibility of interest expense
IV. Employees
  • U.S. employment law
  • State, federal and local regulation, including tax implications
  • Employment at will
  • Contracts are not the standard
  • Independent contractor vs. employee; exempt vs. non-exempt employees, including tax implications
  • Non-competition agreements
V. Contracts
  • U.S. vs. Non-U.S. practice
  • Reference to different legal systems
  • Particular issues

Upon completion of this program, participants will be able to recognize legal and tax issues facing those interested in expanding into the U.S., with particular emphasis on forms of doing business and tax implications of creating entities.
Prerequisite: None
Level: Little or No Experience with the U.S. Tax or Legal Market
Delivery Method: Group Live
Recommended CPE Credit: 1.5 credit

Douglas S. Stransky and Michael J. Student, Sullivan & Worcester LLP


Douglas S. Stransky is a partner in the Tax Department of theBoston office of Sullivan & Worcester LLP. Mr. Stransky concentrateshis practice on international tax planning for multinational clients in thefinancial services, life sciences, manufacturing, private equity, technologyand venture capital industries, with a particular emphasis on U.S.-basedclients investing in foreign jurisdictions. For over twelve years, he hasadvised a broad range of publicly traded and privately held multinationalclients in structuring tax efficient international mergers, acquisitions,dispositions and reorganizations and designing cross border financingstrategies and foreign holding company structures.  He also assists companies with foreign taxcredit utilization, foreign treasury and cash flow management, recapitalizationof foreign operations to enhance foreign earnings repatriation efficiency andreduce foreign tax burdens.  Mr. Stranskyis a former co-chair of the International Tax Committee of the Boston BarAssociation, a member of the Board of Advisors for Practical U.S./International Tax Strategies, a frequent speaker andauthor on numerous topics related to U.S. international tax, a member of theadjunct faculty at the Boston University School of Law, and is listed in BestLawyers in America.  Prior to joiningSullivan & Worcester, Mr. Stransky was the Director of InternationalTax Services and a member of the National Outbound Team atPricewaterhouseCoopers LLP. 


Mr. Stransky holds a B.A. cum laude from Harvard University and a J.D. cum laude and LL.M. from the University of Miami School ofLaw.  He is admitted to the Bar of the Commonwealthof Massachusetts. 


Michael J.Student is counsel in the Corporate Department of Sullivan & Worcester's NewYork office. His practice focuses on assisting clients in a broad range ofcommercial endeavors, including mergers and acquisitions, venture capital,cross-border transactions, licensing, and strategic alliances. He regularlycounsels emerging growth companies and established enterprises in thetechnology sector. Mr. Student has worked for more than twenty-five years with  non-U.S. companies looking to establish orexpand in the United States, including through product distributionarrangements, setting up local operations and acquiring existing business.  His particular focus is on clients in Finlandand other parts of the Nordic region. He has spoken domestically and overseason entering the U.S. market, emerging company issues, employment law anddealing with financially distressed customers. He is currently President of the Finnish American Chamber of CommerceNew York. Prior to joining Sullivan &Worcester, Mr. Student was a partner at Arent Fox. 


Mr. Student holds a B.A., cum laude, Phi Beta Kappa,from Hobart College and a J.D. from the Columbia University School of Law.  He is admitted to the Bar of the State of NewYork.