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Antitrust and Competition
Clients seek our counsel and litigation services across the entire range of antitrust and competition issues. Our substantive knowledge, industry experience, and authorship in scholarly and trade publications complements are the fact that our lawyers have significant experience before state, federal, and international antitrust enforcement agencies. Areas of Legal Expertise Activities Involving Competitors: We advise clients on arrangements with members of the same industry, including group purchasing, information sharing, strategic alliances, and benchmarking. We also represent many trade associations as antitrust counsel. Antitrust Litigation: We have a broad range of antitrust litigation experience in cases involving price fixing, bid rigging, market division, monopolization and attempted monopolization, group boycotts, tying, and exclusive dealing. We have litigated both civil and criminal antitrust cases and represented clients in critical Federal Trade Commission and Department of Justice proceedings. More than 20 of our antitrust lawyers have significant experience in trial-level proceedings. Antitrust Class Action: We have represented clients in dozens of antitrust class action litigation matters across a variety of industries.  Our experience includes U.S. state and federal class litigation, as well as advice on newly emerging European collective action litigation. Antitrust Plaintiff Opt-Out Litigation: We represent corporations harmed by price fixing conspiracies or other anticompetitive behavior and help them obtain recovery of their overpayments. By opting out of class actions and pursuing their own direct claims, our clients often are able to achieve significantly better and faster results than they would otherwise receive by remaining class members. Compliance: We prepare state-of-the-art antitrust compliance plans and tailored programs for large and small companies. Our robust antitrust compliance strategies include conducting targeted antitrust audits. Such audits uncover potential antitrust and competition risks, so that we can work with clients to develop corrective solutions and minimize risk going forward. Criminal Antitrust Matters: We represent corporations and individuals under state and federal criminal investigations involving allegations of price fixing, bid rigging and collusion. We conduct internal investigations, respond to Grand Jury subpoenas, and make presentations to prosecutors and government decision makers. Together with experienced white collar criminal defense lawyers in our firm, we have successfully represented many clients in criminal jury trials. Government Investigations: We defend civil and criminal investigations by state and federal enforcement agencies in a wide range of areas involving potential antitrust law enforcement, including allegations of collusion, bid rigging, group boycotts, mergers and acquisitions, strategic alliances, and compliance with other competition-related laws. Intellectual Property and Antitrust: We advise our clients concerning patent antitrust issues and analyze antitrust implications of intellectual property licensing arrangements. International Competition Laws: With multiple offices in Europe, we routinely counsel our clients regarding European Union competition law litigation and transactional matters. As part of our firm’s mergers and acquisition practice, we represent clients in merger control and cooperative joint venture matters before the European Commission and those of individual countries. We also defend our clients in all phases of global merger investigations. Joint Ventures: We regularly analyze antitrust and premerger notification issues relating to the formation and operation of both production and R&D joint ventures, as well as compliance with the National Cooperative Research and Production Act. Mergers and Acquisitions: We provide our clients with premerger analysis of transactions and prepare notifications under U.S. and international merger control laws. We also represent our clients in merger investigations by the Federal Trade Commission, U.S. Department of Justice, state attorneys general and foreign authorities. Resale Pricing and Other Vertical Issues: We analyze the antitrust implications of vertical restrictions, including resale pricing, advertised pricing, and customer or territorial restraints imposed by suppliers. We work closely with large and small companies to understand their business strategies and help implement effective and sensible plans, including but not limited to minimum advertised price (“MAP”) policies. Single-Firm Activities: We advise clients and undertake litigation concerning allegations of monopolization and attempted monopolization in a variety of contexts. The issues considered include tying, predatory pricing, refusals to deal, and product bundling by firms with substantial market positions.
Practices
Bankruptcy, Restructuring and Creditors' Rights
As the rate of insolvencies rises both nationally and internationally, it becomes increasingly vital for clients to engage capable and experienced counsel to navigate the complications of business insolvencies. The attorneys in Bryan Cave’s Bankruptcy, Restructuring and Creditors’ Rights Client Service Group are located and practice throughout the United States, as well as in the United Kingdom and China, and provide a range of business-advisory and crisis-management skills, including insightful and practical guidance to parties in situations where companies face the risks and implications of insolvency. Members of Bryan Cave’s restructuring practice have long been known for their creative problem-solving abilities, responsiveness and networks with financial institutions, restructuring advisors and other attorneys. The combination of these resources allows us to develop the most appropriate business solutions based upon our clients’ needs and goals. We have the ability and experience to resolve, promptly and cost-effectively, novel and difficult legal issues in restructurings, out-of-court loan workouts, Chapter 11 reorganizations, distressed sales, litigation matters and other insolvency proceedings. Bryan Cave’s restructuring lawyers also have backgrounds in banking, corporate finance, real estate and litigation. This breadth of experience allows our attorneys to address problems with an interdisciplinary approach. We also regularly draw upon the experience of other attorneys in our firm, including those focusing on antitrust, employee benefits, insurance, mergers and acquisitions, securities, tax and various litigation disciplines.
Practices
Class Actions
Our Class Actions Group represents industry leading companies and institutions in high-stakes cases nationwide. Defense of class actions has been a core practice at Bryan Cave for more than 30 years.  We have extensive experience defending class claims in antitrust, securities and derivative actions, as well as class consumer fraud, breach of warranty, contract, environmental tort and other regulatory claims against manufacturers, retailers, financial institutions and insurance carriers. Our approach is to team class action litigators with lawyers versed in the particular subject matter of the action. We also team with lawyers who practice before regulatory agencies and the Department of Justice or local law enforcement agencies, as appropriate. We have handled more than 850 class action lawsuits in the last five years, and we are currently handling more than 200 class actions. In 2016 alone, approximately 210 of our lawyers worked on class action defense matters in 62 venues in 28 states. We offer depth of talent in every U.S. office, as well as the U.K. and Continental Europe (where class claims are just beginning). We have defended hundreds of class claims, in all areas of substantive law, in virtually every jurisdiction in the United States and Canada. We plan a defense most suitable for the goals and budget of each client. We have tried class claims to judgment before judges and juries, and we believe anticipating that possibility is the most effective defense. Our class action clients have included numerous financial institutions, national banks, mortgage servicers, professional and college sports leagues and teams/franchises, automobile, automotive and other consumer product manufacturers, food manufacturers, aircraft manufacturers, railroad companies, and a variety of consumer services companies, among others.  These clients have included The Pictsweet Company, Ocwen Loan Servicing, Nationstar Loan Servicing, Alticor, the National Hockey League, the NCAA, TD Ameritrade, Republic Services, Inc, CIOX Health, H&R Block, Inc., Stifel, Nicolaus & Company, George K. Baum & Company, Ralcorp Holdings, Inc., Monsanto Company, Merck & Co., Inc., Emerson Electric Co., The Boeing Company, UnitedHealth Group, Union Pacific Railroad, Evenflo Company, Inc., Michelin North America, Inc., Ferrellgas, BJC HealthCare and Enterprise Holdings, to name a few. Cost-Effective Litigation Bryan Cave staffs cases cost-effectively, using the most efficient mix of resources around the firm.  With experienced trial lawyers throughout our offices, we can leverage our lower cost locations to provide clients with the best service at the best possible rates.  To align our interests with our clients’ interests and give our clients more certainty with respect to cost, we embrace a variety of alternative fee arrangements.  We can price discrete stages of litigation, propose risk-sharing arrangements or develop other non-hourly pricing structures to meet our clients’ objectives. We have also invested time, thought and resources in seeking out non-traditional solutions to lowering legal costs associated with class claims. These include a variety of case management tools, from client-specific extranet sites, linked to an ongoing matter and designed to keep attorneys and clients informed of important case developments, to risk assessment and management applications that can weigh the benefits of early settlement versus going to trial. To address the rising costs of eDiscovery, we maximize savings for clients through alternative fee arrangements, internal data processing, preferred pricing relationships with vendors and internal hosting of document review and case management platforms. Our powerful concept-searching software exponentially speeds review time by organizing documents by "concept" or "issue" instead of a traditional linear, custodian-by-custodian basis.  We have a dedicated eDiscovery Services and Accelerated Review Team, a core group of trained Bryan Cave eDiscovery lawyers, and when needed can bring on teams of 50 or more contract lawyers in our secure, state-of-the-art discovery annex in St. Louis.  Additional Areas of Experience Consumer Fraud, RICO, and Unfair Business and Sales Practices Franchise issues Merger challenges Multidistrict Litigation
Practices
Commercial Litigation
Bryan Cave’s Commercial Litigation Practice is comprised of trial lawyers successfully advocating for our clients in the courtroom, as well as lawyers skilled at managing complicated cases. Our 400 business litigators in 25 offices try (and win) jury trials, bench trials, arbitrations and administrative/regulatory proceedings in all manner of complex business disputes around the globe. We also have a strong record of resolving disputes through dispositive motion practice, mediation and other pre-trial strategies.  And since litigators often are the best resource for avoiding actual lawsuits, we also counsel clients on how to resolve business issues without litigation. Our experience, combined with the use of cutting-edge technology and an understanding of large-scale data, translate to favorable, cost-effective, speedy results for our clients. Our clients range from private family-owned businesses to some of the largest publicly traded companies in industries such as financial services, food and agriculture, real estate and real estate finance, manufacturing, transportation, retail, technology, energy, pharmaceutical, health care, sports and entertainment, and hospitality. While we are geographically diverse, we are also “one firm” and can assemble teams of lawyers with the skills and background needed to tackle our clients’ issues – no matter the location. Our Trial Experience We successfully represent clients in virtually all areas of litigation and in nearly every state and federal court in the U.S., as well as courts in Europe and before all of the leading international arbitral institutions. We serve as national or coordinating trial counsel for many clients in jurisdictions across the U.S. Our trial teams include a former United States attorney, several former assistant United States attorneys, nine fellows of the American College of Trial Lawyers, and numerous former district, circuit and Supreme Court clerks. Areas of Depth and Experience Bryan Cave’s Commercial Litigation Practice focuses on counseling, preparation for and trial of all varieties of commercial claims. While we handle business and commercial disputes of all kinds, we have developed teams in several areas in which we have particular depth of knowledge and experience, including: Agribusiness and Food Litigation Appellate Business Acquisition Litigation Eminent Domain Fiduciary Litigation Financial Services Litigation International Arbitration Media Litigation Non-Compete, Trade Secret and Employee Unfair Competition Real Estate Finance Sports and Entertainment Litigation Using Data and Technology At Bryan Cave, the imperative to innovate arises from our deep commitment to client service. We know our clients must operate with nimbleness and strength in an ever more challenging marketplace, and we expect the same of ourselves. Modern litigation requires an understanding of relevant technologies and the ability to manage large-scale data.  At Bryan Cave, we are experienced in both of these areas and with the legal requirements for data preservation and production as well as how to use data strategically to enhance case results and hold down costs. Bryan Cave is purposefully structured for innovation. Unlike many other law firms, we have created distinct in-house groups focused on boosting efficiency, reducing cost, and improving client outcomes through innovation. Our Practice Economics Group is designed to improve legal operations for our teams and clients – such as helping our lawyers price projects accurately and competitively and successfully manage those projects to completion, on budget and on schedule. Our Client Technology Group researches and develops new technologies to deliver improved and cost-effective services to clients. Our Accelerated Review Team provides alternative staffing models to streamline workflow for process-intensive legal engagements. For more information on our in-house innovation teams, please click here.
Practices
Construction Practice Team
Effective representation of clients concerning construction-related matters requires both legal skill and understanding of industry practices and standards.  Members of Bryan Cave’s Construction Practice Team focus on construction-industry engagements. Our experience and insights enable us to anticipate client needs and provide value-added advice. Our Construction Practice Team provides clients: Comprehensive representation.  We represent clients throughout the entirety of their construction projects, from conception through completion and beyond.  Our Construction Practice Team handles all types of construction-related transactions, administrative matters, claims, litigation and alternative dispute resolution proceedings. Construction Transactions and Administration Construction Litigation and Dispute Resolution Valuable experience.  Standards and practices vary widely within the construction industry.  Our Construction Practice Team possesses experience in handling construction-related matters in a wide variety of areas, including: Energy Health Care Hospitality & Entertainment Infrastructure Lending & Restructuring Manufacturing & Distribution Public Works Residential & Multi-Family Retail Global reach.  With members located in Bryan Cave’s domestic and international offices, our Construction Practice Team represents clients throughout the world.  Focus on the client’s needs. With Bryan Cave’s commitment to shared resources and smart use of technology, our Construction Practice Team quickly identifies lawyers with the appropriate type and level of experience for the project at hand. If you would like more information about Bryan Cave’s Construction Practice Team, please call the team leader, Steve Becker at 816-374-3379, or any of the team members.  You also may contact your relationship lawyer at Bryan Cave.
Practices
Securities and Corporate Governance
The firm's securities practice includes regular ongoing advice to public corporations, an active transactional practice in connection with public and private issuance of debt and equity, acquisitions and mergers, and other securities-related matters. Our relationships with major public company clients enable us to develop legal solutions based on a broad overview of the marketplace and to provide quality legal services. Public Company Securities Law Representation We provide ongoing advice to many of the nation’s leading corporations as well as newer emerging growth companies. Our securities law practice includes assisting clients with their continuing reporting requirements under the Securities Exchange Act of 1934, including annual and quarterly reports, current reports, and proxy and information statements. Our attorneys also offer counsel for securities law compliance, including Form S-8 registration statements, stock repurchase programs, Rule 144, Section 16 and insider trading issues, corporate communications, and issues associated with "troubled company" disclosures. Corporate Finance Transactional Representation The firm maintains an active corporate finance transactional practice, advising issuers and underwriters in connection with public and private issuances of a variety of debt and equity instruments. With respect to public offerings, the firm regularly represents issuers in offerings of debt and equity securities, including initial public offerings, collateralized mortgage obligations, unit investment trust offerings, syndicated limited partnership interests, medium term note programs, and hybrid instruments such as foreign denominated debt securities, as well as traditional common stock and convertible debt offerings. Additionally, the firm has established ongoing relationships with national and regional investment banking firms and regularly represents issuers with respect to private transactions in offerings of a variety of instruments, most frequently Rule 144A debt offerings, as well as a variety of corporate debt and equity securities.
Practices
Environmental
Bryan Cave has particular depth in the fields of environmental and occupational health and safety law, and we offer a leading environmental practice committed to balancing social, environmental and economic concerns.  For more than 30 years, our lawyers have represented clients facing a broad range of environmental issues and challenges, including environmental compliance counseling, litigation, strategic planning and stewardship. The more than 40 lawyers who practice environmental law at Bryan Cave have the experience and reach to assist clients in the wide variety of matters they face in the field, in the courtroom and at the negotiating table.  The hallmarks of our practice are deep technical expertise in environmental and occupational health and safety law and a record of success in the litigation and trial of significant environmental and related insurance-coverage lawsuits, including class actions and mass torts.  Our lawyers are well aware that it is often essential for corporate and other institutional clients to maintain a working relationship and reputation for integrity, cooperation and environmental excellence with federal and state agencies and other public stakeholders.  Our lawyers have many years of experience working with agencies and other stakeholders to represent clients effectively and with appropriate sensitivity to their reputational interests. Lawyers in the Environmental Client Service Group represent the firm’s clients over the full spectrum of environmental and occupational safety and health matters.  Please visit the pages listed below to view a more detailed description and examples of our experience. Brownfields  Citizens Suits/NIMBY  Clean Air (CAA)  Clean Water (CWA)  Climate Change  Compliance Audits and Internal Investigations  Cost Recovery Litigation (Superfund/CERCLA and State equivalents)  Criminal Enforcement  Endangered Species (ESA)  Energy and Utility Regulation  Environmental Review (NEPA and State EIS laws)  Hazardous Materials Transportation (HMTA)  Hazardous Waste (RCRA)  Insurance Counseling  Insurance Recovery Litigation  International Environmental Law  Land Use (Project Approvals)  Occupational Safety and Health (OSHA)  Oil Spills  Pesticides (FIFRA)  Reporting Requirements (EPCRA, CERCLA, Prop 65 and other state laws)  Renewable/Sustainable Energy  Safe Drinking Water (SDWA)  Solid Waste and Landfills  Toxic Substances Regulation (TSCA) Toxic Tort  Transactional Work, including SEC Disclosures  Underground Injection Control (UIC)  Water Rights Wetlands
Practices
Franchise and Distribution
Bryan Cave has a world-class reputation as a firm of choice for franchisors. We have more California Board Certified franchise specialists than any other law firm. Our group has developed a strong, cohesive practice group built on core relationships that go back nearly twenty years. We have litigated and arbitrated franchise disputes in almost every state. Our franchise lawyers are collectively responsible for more than 50 decisions reported in the field of franchising and more than 150 articles and speeches on franchise law. We are frequently quoted by the press on issues of franchise law. While primarily representing franchisors or manufacturers, we also have significant experience representing distributors and franchisees. Our experience covers industries that use franchising as a method of distribution, including restaurant and food distribution, automotive, hotels and lodging, construction and construction materials, industrial equipment, oil, consumer products, alcohol distribution, motion picture distribution, bookselling and publishing, telecommunications, health care, agriculture and electronics. Bryan Cave franchise lawyers have been singled out for their excellence by every peer-reviewed survey of franchise lawyers. Six of our franchise lawyers have been recognized as Super Lawyers by Law & Politics magazine; two are listed in the Best Lawyers in America, three are recognized by the International Who’s Who of Franchise Lawyers, two are listed in the Best Lawyers of Los Angeles by Los Angeles magazine, and two are listed as among the top 100 franchise lawyers in America by Franchise Times magazine.
Practices
International Arbitration
The globalization of business has made arbitration an increasingly necessary method of dispute resolution, primarily because of the absence of transnational tribunals capable of exercising jurisdiction over private disputes with parties from different countries. Thus, international arbitration has proliferated into the international dispute methodology of choice because it is the legal counterpart to economic globalization. Bryan Cave’s International Arbitration Team provides a comprehensive service to clients around the world, advising them at all stages of the arbitration process, from drafting arbitration clauses to handling jurisdictional and merits hearings and enforcing arbitral awards. Similarly, in the context of investor-state arbitrations (treaty-based arbitral proceedings) the firm counsels clients on the structuring on available treaty investment protection strategies. We serve as counsel and arbitrator in international commercial and investment treaty arbitrations under all of the major institutional rules, including AAA/ICDR, CIETAC, CMAC, DIFC-LCIA, DIS, HKIAC, ICC, ICSID, LCIA, LMAA, SCC, SIAC, UNCITRAL and ad hoc. We also advise parties with respect to the choice of dispute resolution procedures in their contracts and counsel clients on how to avoid litigation or arbitration and resolve business disputes without resorting to third-party adjudication. We regularly work on cases where there is a hostile relationship between the parties, where preserving a long-term working relationship is important or where broader strategic business concerns inform a particular dispute. Our International Arbitration Team is recognized by the Global Arbitration Review in its GAR 100 as well as by the Legal 500 UK Guide. We expanded our international arbitration practice with the opening of our newest office in Miami, where our team has significant experience with disputes in Latin America. We have since been named to Latinvex’s “Top 15 Arbitration Firms” and “Latin America’s Top Law Firms” lists. Bryan Cave has offices in the most popular seats of arbitration, including London, Paris, Hong Kong and New York. Combining the common law and civil law traditions, our team includes lawyers from more than 10 offices across the United States, Europe and Asia. We have a demonstrated ability to work seamlessly between offices on disputes with mixed law, venue or language provisions. Our international arbitration lawyers are qualified in a variety of civil law and common law jurisdictions, and speak more than 15 languages including Bosnian, Chinese (Cantonese and Mandarin), Croatian, Danish, English, French, German, Greek, Italian, Norwegian, Portuguese, Russian, Serbian, Spanish, Swedish, Turkish and Ukrainian. Thus, they are multicultural as to relevant legal and socio-political systems. Members of our International Arbitration Team hold prominent positions in arbitration-related organizations such as the Panel of Conciliators of the International Centre for Settlement of Investment Disputes (a presidentially appointed position) and the Executive Committee of Young ArbitralWomen. Others previously worked at international courts and tribunals including the International Court of Justice and the International Criminal Court. Several members of our team hold or have held teaching positions in international arbitration and international law at leading law schools around the world, including New York University, Emory University, Universidad de Navarra and Universidad de San Ignacio de Loyola. Many also are frequent speakers and writers on international dispute resolution issues whose commentary and publications have been featured in CDR News, Le Cercle les Echos, Le Monde du Droit, Global Arbitration Review, The Guardian, The Times and Daily Business Review. Our team produces annual reviews of international investment arbitration covering regions in which the firm is active, including Africa, Asia, Europe, CIS, Latin America, the Middle East and North America. Our International Arbitration Team draws on the full range of subject-matter and industry experience across our global firm. In addition, we work with an established network of local counsel in places where we do not have a direct presence, ensuring our strong market knowledge and quality of service on matters worldwide. Representative Experience Our lawyers have been involved in many high-profile and high-value disputes in recent years. We have handled disputes covering a broad range of industries, including manufacturing, transportation, retail, technology, commodities, media, energy, financial services, pharmaceutical/biotechnology, health care, hospitality, real estate, aerospace, mining and natural resources, media, public and private construction, medical, and electronic devices and software. Below is a list of current or recent representative matters handled by members of our International Arbitration Team. International Commercial Arbitration Our experience includes the representation of: A Russian client in a substantial shareholder dispute, described at the time by Global Arbitration Review as one of the largest international arbitrations in London: an LCIA arbitration concerning commodities supply contracts worth more than US $50 billion, and concerning veto rights over related party transactions, competition law claims and issues of English, Jersey and Hong Kong law. Settled successfully before the final hearing. A global TV broadcaster in a US $1.6 billion ICC arbitration in Paris under French law concerning sports TV broadcasting rights in the Middle East and North Africa. The dispute involved alleged breaches of a channel distribution license and agency agreement and unfair competition claims. Successful final award following trial.  A Panamanian corporation in AAA/ICDR arbitration involving rights to sale and use of entertainment technology throughout South America, Central America and the Caribbean.  A Swiss telecommunications operator in a substantial CCJA arbitration in Abidjan, Ivory Coast, concerning the management and operation of an exclusive gateway for international voice traffic. The governing law of the dispute is the OHADA uniform commercial code, and the language is French. A South Korean trading company in a multimillion dollar ICC arbitration in London under English law concerning shipments of wheat from Romania to Bangladesh. A Russian shareholder in a joint venture dispute concerning a substantial real estate development opportunity in Moscow. This is an LCIA arbitration in London under English law with issues of alleged minority oppression and questions of interpretation of the joint venture agreement. Russian investors in a substantial power plant project in Macedonia in an LCIA arbitration in connection with the recovery of their investment. Successful final award.  A Panamanian construction consultancy in an LCIA arbitration in Geneva under English law relating to a US $300 million project for the construction of an urban waste water treatment plant and disputed consultancy fees. Successful settlement. A French mining contractor in a US $10 million claim brought under Nova Scotia law by way of ad hoc arbitration under the ICC Rules in London concerning a project for drilling and blasting at an open cast gold mine in West Africa. Successful final award following trial. Russian investors into a diamond exploration and production facility in Angola in an LCIA arbitration concerning a dispute over the terms of a contract of association and joint participation. Korean cotton traders in a cotton trade arbitration conducted under the International Cotton Trade Association Rules against Chinese buyers concerning alleged performance and quality issues in a series of substantial cotton trades. Successful final award. A French oil services contractor in an LCIA arbitration concerning a dispute arising out of the terms of a joint venture agreement for an oil services and supply operation in Iraq. Successful settlement. A majority shareholder in a garment distribution company in a US $5 million LCIA arbitration concerning a joint venture to import and distribute high-end children’s shoes into Russia. A former CEO of a Russian bank, and a key financial sector figure, in a US $5 million LCIA arbitration regarding a dispute over share options and departure package. An international hotel management chain in a US $30 million DFC-LCIA arbitration concerning management of a five-star hotel in Dubai.  A substantial US-based telecoms operator in a US $10 million UNCITRAL arbitration seated in London involving claims for alleged breaches of a commercial contract. A US hospitality company in AAA/ICDR arbitration concerning acquisition of a restaurant chain from Japanese and US sellers. Investor-State Arbitration Our experience includes the representation of:  The Republic of Ecuador before the International Centre for the Settlement of Investment Disputes (ICSID) (World Bank) in Occidental Petroleum Corporation and Occidental Exploration and Production Company v. Republic of Ecuador. The amount in controversy exceeded US $2 billion. Instrumentalities of the government of El Salvador in a Paris-based ICC arbitration against a major European energy company concerning ownership and corporate control rights in a geothermal energy production company. Chile in a pre-action 28 U.S.C. 1782 proceeding to solicit discovery in aid of criminal cases filed in Chile against former President Augusto Pinochet. The Dominican Republic in the first investor-state arbitrations commenced against it, concerning the electricity sector.  A central Eastern European state in a bilateral investment treaty dispute under the UNCITRAL Rules.  A hospitality sector investor in an ICSID (World Bank) arbitration against the Bolivarian Republic of Venezuela pursuant to Barbados-Venezuela Bilateral Investment Treaty with claims exceeding US $400 million.  An automotive industry investor in an ICSID arbitration against Venezuela involving restrictions on foreign exchange and importation.  A major telecommunications company in a multibillion dollar investment treaty arbitration against the government of Algeria.  An investor in a bilateral investment treaty dispute against an Eastern European state under the SCC Rules. Kuwait in the final determinations by the United Nations Compensation Commission of the government of Kuwait’s claims for compensation for governmental losses and for remediation of environmental damages resulting from Iraq’s invasion and occupation of Kuwait in 1990-91, together with representation of the Kingdom of Saudi Arabia in hearings on some of its claims for remediation of environmental damages.
Practices
International Trade
Almost all major companies today are involved in international business activities or face competition from global sources.  Increasingly, midsize firms, too, know that their success requires active participation in the world market.  Doing business in the international arena can be highly profitable; however,  it is often subject to a large array of domestic statutes and regulations governing exports, imports, international finance, overseas investments and the general conduct of business in or involving foreign jurisdictions.  Bryan Cave LLP has long counseled clients in complying with such laws and, when necessary, in dealing with the governmental investigations and enforcement actions that can be a troubling part of the international regulatory landscape. Trade and Investment in Greater China China Coverage When You Need It.  We are one of a few international firms who have resources to serve our clients on a 24/7 basis on issues throughout the Pacific Rim through its offices in Shanghai, Los Angeles, and Hamburg. With specialists throughout China, the United States and Europe, there is always a Bryan Cave professional available to advise on China-related issues when client needs arise. Chambers ranks Bryan Cave as one of the leading international trade firms in Asia. Our Shanghai office primarily represents business clients in mergers and acquisitions, inbound and outbound investment, commercial contracts, government agency advocacy and controversies, cross-border intellectual property issues, dispute resolution and arbitration, labor and employment, infrastructure, construction, energy projects and customs advocacy throughout China as well as international trade disputes and anti-corruption investigations. Bryan Cave also acts as Chinese regional counsel to a number of US multinational companies and advises China-based clients on intra-regional transactions. Bryan Cave’s China Practice Group in our Los Angeles and Hamburg focus on these issues as well as cross-border mergers and acquisitions. We represent  US and European companies bringing their brands of products and services to capitalize on China’s estimated 250 million middle and upper class consumers. Our team has more than a decade of experience working with private equity funds invested in major technology and infrastructure projects involving China, Hong Kong, the Philippines, Taiwan, Vietnam, Korea, Indonesia and Japan. Our China labor and employment team includes members in California and has extensive experience in structuring and harmonizing international employment and benefits arrangements. Two Decades of Experience in China. Many of Bryan Cave’s lawyers and advisors have two decades of experience in China business and investment, and they advise leading companies, institutions and governmental authorities in China regarding cross-border transactions, major infrastructure projects, financing arrangements, international arbitrations, and corporate restructurings. Our team includes former in-house counsels of major energy firms and PRC conglomerates. Advice is also given regularly to major international corporations and mid-size and smaller companies in connection with their investments, projects and ongoing business operations in China. The Law Affecting Your Business. We regularly establish wholly foreign-owned enterprises, foreign invested commercial enterprises, and branch/representative offices across China. Our team advises US and European investors in the development, sale and purchase of residential and commercial real estate, including hotels, power stations, toll roads and other infrastructure projects in China. We negotiate and prepare transaction documents running from complex joint ventures and acquisition agreements, to supply agreements, licenses, development agreements and other intellectual property and commercial transactions. Our team also frequently advises clients on the international bilateral tax treaty and PRC tax implications of their contemplated investment or business activities in China. We defend US and other foreign companies in administrative and regulatory matters where their activities are being investigated by various PRC government agencies. We represent our clients in discussions with agencies such as the Ministry of Telecommunications and Information, the Ministry of Health, the Ministry of Foreign Affairs, the State Administration of Taxation and the General Administration of Customs. We maintain a network of consultants who team with Bryan Cave on matters related to the central government in Beijing as well as in key provinces and municipalities. <!--Local Coverage Across China Through Exclusive Alliance with Alpha & Leader.  In matters that require Chinese court appearances, our alliance with Chinese law firm Alpha & Leader allows our clients to benefit from both firms’ international experience and local knowledge. Alpha & Leader lawyers appear as lawyers of record and consult with their Bryan Cave colleagues to achieve effective results. Alpha & Leader lawyers are highly experienced in real estate and financing transactions and regularly represent major financial institutions such as Goldman Sachs, Citigroup, and DBS (Singapore) in China. Alpha & Leader has more than 120 lawyers in Guangzhou, Shanghai, Beijing, as well as secondary cities in China. Through the alliance, Bryan Cave has affiliated offices in Beijing and Guangzhou. Bryan Cave’s teaming approach, using lawyers based in China in conjunction with those in the US, Middle East, and London offices, allows the firm to provide coordinated advice on both the local and international aspects of transactions and to staff projects in an efficient and cost effective manner. --> Export Controls and Economic Sanctions Bryan Cave LLP has one of the leading export controls practices among global law firms, and offers a comprehensive range of services relating to all of the major export controls and economic sanction regimes, including controls administered by the U.S. Departments of State, Commerce, Energy and Treasury as well as European Union and Member State export controls. Our group, characterized by its broad range of experiences and diverse client base, includes specialists in the International Traffic in Arms Regulations (ITAR), governing military products and technology controlled on the United States Munitions List (USML), Export Administration Regulations (EAR), governing commercial and "dual-use" items, sanctions programs administered by the Department of Treasury's Office of Foreign Assets Control (OFAC), EU and Member State dual-use and military export controls; and nuclear export controls administered by the Department of Energy and Nuclear Regulatory Commission, and controls related to certain chemicals and controlled substances administered by the Drug Enforcement Agency. Members of the group consist of lawyers and consulting professionals from our offices in the U.S., Asia and Europe. Bryan Cave's export control practice covers the full spectrum of subjects necessary for clients engaged in international business, including: Jurisdiction and Classification Assessments Licensing Compliance Programs & Training Audits and Assessments Investigations & Enforcement Transactional & Due Diligence General Counseling Antiboycott Compliance Our team has been monitoring developments on export controls all over the world and have experience assisting multinational corporations on export controls concerns relating to their U.S., European and Asian operations. Our export controls group includes professionals who regularly advise clients in the computer, telecommunications, software, electronics, process management, aerospace, chemical and pharmaceutical industries on the proper export classification of and licensing requirements for their products. Technology Transfer and Encryption Companies establishing operations outside the United States such as manufacturers seeking to take advantage of lower-cost sources of supply, face distinct issues of export compliance.  The International Trade Group includes lawyers experienced in advising companies with respect to the transfer of U.S.-origin software and technology to foreign locations. This includes experience in the regulation of independent software development outside the United States and the opening of service centers in countries like India and China. Among the most pervasive form of regulated software in use today is encryption.  The group includes lawyers experienced in representing some of the largest multinationals in the telecommunications, computer and software industries who routinely face issues of encryption regulation, under both U.S. and foreign law.  The group includes individuals with technical degrees able to address the technical complexity of the issues presented under the encryption regulations. Global Customs Law The International Trade Group has a nationwide and global Customs practice, led by lawyers in Los Angeles, Chicago and Washington, D.C., including a number of lawyers formerly at U.S. Customs headquarters.  The Firm’s Customs specialists regularly handle Customs audits and focused assessments in industries as diverse as automotive, electronics, semiconductors, aerospace, building materials and consumer products.  They represent clients regularly in connection with Customs seizures, Customs enforcement of import relief measures, issues of classification and valuation, the CTPAT program, NAFTA rules, country of origin marking and clearance of imports.  The team also defends against Customs actions in the Court of International Trade and Court of Appeals for the Federal Circuit. The International Trade Group also provides Customs advisory services through offices in Asia.  Bryan Cave’s International Trade Group provides the following Customs services: Customs Compliance:  Bryan Cave assists companies in designing Customs import processes that match their compliance and business needs.  We draft importer standard operating procedures (SOPs), analyze U.S. Customs and Border Protection (CBP) import data to determine a company’s importing patterns and risk areas, train key company personnel on import compliance and advise companies on how to integrate recommended compliance measures into their business practices. Customs Counseling:  The daily business of importing often results in legal issues that require immediate attention by outside Customs counsel.  Bryan Cave routinely advises clients on the following topics that directly affect importers: Tariff classifications:  All products imported into the customs territory of a country, including the United States and the various European nations, are subject to customs duties depending on how they are classified within the Harmonized Tariff Schedule (“HTS”) in effect at the time of importation. The HTS is an international tariff nomenclature system used by over 150 countries that contains thousands of descriptions of merchandise. The tariff classification of an article is the six to ten digit number that corresponds to each textual description. Although the tariff language of the HTS is uniform worldwide up to the first six digits, duty rates vary by country and a country has the option of adding additional tariff language differentiating articles at the eight to ten digit level. Bryan Cave routinely reviews the tariff classifications of multinational companies to ensure that their merchandise is classified correctly and the duty rates reported at customs entry for imported goods are correct.; Valuation:  The amount of duty an importer pays to its customs authorities on an imported product is calculated by multiplying the applicable duty rate by the customs value of the product. In the United States, Europe and many other regions, customs valuation is based on the international valuation agreement adopted by the WTO. Transaction value − the price paid or payable for imported merchandise − is the primary methodology for valuing imported merchandise; importers must ensure that all elements of transaction value are reported to the customs authorities. Bryan Cave and its team of customs professionals assist companies in reviewing their import and financial records to ensure that all dutiable elements of value are identified and reported to the appropriate customs authorities, including dutiable assists (engineering, research and development, tools, dies, molds, etc.), royalties and licensing fees, and additional payments made to overseas manufacturers. In cases where an importer is related to the overseas seller of the imported goods, a review of the transfer price applicable to imported goods might be required to ensure that it satisfies the various tax and customs authorities requirements. Bryan Cave regularly reviews multinational companies' transfer pricing policies and advises them on their acceptability for both direct and indirect tax purposes.; Country of origin and marking requirements:  Many industrialized nations, including the United States and certain European countries, require that at the time of importation, every article of foreign origin or its container must be marked with its country of origin. The purpose of these marking requirements is to disclose to the ultimate purchaser in the importing country the foreign origin of the imported article. The failure to mark imported merchandise properly may result in significant monetary penalties and the exclusion of goods from entry into the importing country. Bryan Cave advises clients on the acceptability of a product's marking for import purposes. In addition, the Firm often is involved during the product development stage to advise clients on the country of origin of a product for marking and other purposes based on the origin of its component parts and the country in which the product will be manufactured.; Entry requirements; Penalty actions; Enforcement of import relief measures; Foreign Trade Zones; Drawback; and Duty preference programs such as the North American Free Trade Agreement (NAFTA), the Generalized System of Preferences (GSP), the Common Effective Preferential Tariffs (CEPT) Scheme for ASEAN Free Trade Area (AFTA) and free trade agreements (FTAs), among others. The capabilities we offer on these topics enable clients to realize significant savings in duties while, at the same time, maintaining their compliance with the Customs laws and regulations. In the United States, when importers must appear before CBP or other U.S. government agencies in connection with their import activities, we represent them in obtaining rulings from CBP Headquarters and litigating in the Court of International Trade, Court of Appeals for the Federal Circuit and other appropriate venues when an administrative result is not satisfactory. When clients have required a solution to a specific import issue that is not available at the national administrative or judicial level, Bryan Cave lawyers have drafted trade legislation for clients and successfully secured the introduction and passage of the bills in the U.S. Congress.  We have also assisted global companies in obtaining advantageous resolutions at the World Customs Organization and similar multilateral bodies when they have found themselves adversely affected by Customs rules that are the subject of bilateral or multilateral trade disputes. Anti-Corruption/Anti-bribery: US Foreign Corrupt Practices Act and UK Anti-bribery Act Bryan Cave’s anti-corruption practice includes internal investigations of questionable payments and defense of charges as well as compliance advice, implementation of compliance programs and training of personnel.  The Firm has handled major investigations in Latin America, Asia and the Middle East in a wide range of industry segments. Members of the International Trade Group regularly work with Bryan Cave’s White Collar Defense and Investigations Group on anti-corruption  matters.  Our International Trade colleagues in foreign jurisdictions often use their foreign language and legal skills to help identify possible graft and illegal activity in tandem with our white collar defense colleagues, many who are alumni of the U.S. Department of Justice and U.S. Securities and Exchange Commission. The Anti-boycott Regulations Bryan Cave was one of the first U.S. law firms to open an office in the Middle East over 25 years ago.  Companies operating in that part of the world face the added burden of ensuring compliance with the complex anti-boycott regulations administered by the U.S. Commerce Department aimed at ensuring that U.S. parties do not aid the Arab League boycott of Israel.  Several of the lawyers in the International Trade Group in the United States and United Kingdom advise clients regularly on anti-boycott issues and provide anti-boycott compliance training to multinational companies.  The group’s lawyers have also defended a number of the largest anti-boycott enforcement cases ever brought by the U.S. government. International Business Expansion and Outsourcing Members of the Firm’s International Trade Group represent private equity funds and corporate clients investing and operating in Europe, Asia and Latin America. We also represent non-U.S. clients with transactional, regulatory and dispute resolution matters in the United States.  Our corporate clients come from a broad range of industries, from semiconductor technology, pharmaceuticals, software development, advertising services and automotive to construction and building products. We also advise multinational financial institutions in the United States, Europe and Asia on international banking and financial regulations affecting their operations.  Many of our lawyers are fluent in foreign languages including Mandarin, Cantonese, Japanese, Spanish, French, Portuguese and German, and the group draws upon other Bryan Cave lawyers fluent in a variety of other languages in our network to assist our clients globally. We have been particularly active in representing parties in outsourcing transactions.  We represent corporations that outsource their manufacturing and information technology development needs to contract manufacturers and service providers overseas – frequently in China, India, and the Philippines.  We also represent some of the largest global contract manufacturers and service providers in their business transactions and negotiations with U.S. original equipment manufacturers. In this area, the International Trade Group’s lawyers can assist with: Joint Ventures, Strategic Alliances, International Mergers & Acquisitions Outsourcing Agreements International Supply, Distribution and Services Contracts Cross-border licensing agreements involving intellectual property rights International Due Diligence Investigations and Reviews Advice Relating to International Operations and Facilities
Practices
Employment and Labor
Our Employment and Labor Client Service Group includes approximately 110 lawyers from coast to coast (Atlanta, Boulder, Chicago, Colorado Springs, Dallas, Denver, Irvine, Kansas City, Los Angeles, New York, Phoenix, San Francisco, Santa Monica, St. Louis and Washington, D.C.), and international offices in Europe and Asia.  Lawyers in the group are skilled in all areas of traditional labor law, employment law and all aspects of litigation.  One of the distinctions of Bryan Cave, through our advanced technology, is we readily use lawyers from different offices to work together on cases or projects to bring our clients the best and most efficient service possible.   The lawyers in our Employment and Labor Group represent employers at all levels of the state and federal judicial system and have appeared before the U.S. Supreme Court.  We regularly represent employers before all state and federal employment agencies, including the EEOC, NLRB, DOL, OSHA and OFCCP.  We defend clients in all types of employment litigation matters including class and collective actions, wrongful termination, discrimination, breach of employment contract, and the various tort theories plaintiffs are using currently.  Our group includes many trial lawyers with significant experience, which helps us obtain quick resolution where appropriate and makes us ready and willing to try cases where necessary.  For example, we recently won a federal court race discrimination and retaliation jury trial for a Fortune 100 Company, and we won a state court tortious interference with business expectancy jury trial for a Fortune 500 Company.  Given our reputation and experience, we are frequently asked to take over cases from other law firms in the midst of litigation. In addition, we regularly represent clients in labor contract interpretation and negotiations. We represent approximately three dozen arbitrations per year. Our traditional labor law practice includes representing clients in matters involving compliance with the National Labor Relations Act, labor negotiations and arbitrations, mergers and acquisitions, labor crisis management and long-term work force strategies. We have extensive experience representing employers in collective bargaining and arbitration proceedings, as well as counseling clients regarding a variety of traditional labor law issues, including those pertaining to strike contingency plans, outsourcing, sales, mergers and consolidation of businesses and workforce reductions. A substantial portion of our employment practice is devoted to counseling clients in order to avoid expensive and time-consuming litigation. We regularly provide counsel regarding reductions-in-force, severance agreements, the establishment of internal grievance procedures and participative management groups, trade secrets and non-competition arrangements, and union avoidance.  Our team is called upon to offer advice in the areas of creation and implementation of reduction in work force plans, employee drug testing programs, company discipline and discharge policies, and employee handbooks.  We have developed a variety of internal training programs for clients on topics including union avoidance, sexual harassment, and the Americans With Disabilities Act. International Capabilities Asia Europe
Practices
Outsourcing
As pressures continue to mount on organizations to minimize costs, improve efficiencies, and enhance their competitive advantage, outsourcing non-core yet vital business activities to third-party vendors becomes increasingly essential. Achieving the right relationship between parties is crucial and requires the assistance of seasoned counsel with both an understanding of the legal issues as well as the industries involved. Bryan Cave’s Outsourcing Practice includes skilled attorneys with substantial industry experience equipped to provide a rapid, thorough response to clients’ needs arising across the entire spectrum of outsourcing transactions–Technology Infrastructure Outsourcing; Application Maintenance and Development; Business Process Outsourcing; Business Transformational Outsourcing and Cross-Border Outsourcing. Members of the Outsourcing Practice serve a broad cross-section of industries, including consulting and professional services, energy, information services, traditional computer and network software, online retailing, telecom, network and personal computer equipment, components and accessories, interactive entertainment, insurance, learning and education, automotive, manufacturing, wireless, broadcasting and media, traditional and Internet telephony, and technology and Internet services. The firm’s approach is to treat outsourcing contracts as long-term business ventures between all parties -- with risks and rewards properly aligned to ensure a successful outcome.  In delivering comprehensive legal solutions, our outsourcing attorneys draw upon experience from a wide range of Bryan Cave’s client service groups, including attorneys skilled in corporate and transactional matters, information technology, intellectual property, labor and employment, international law, tax, real estate, employee benefits, environmental law and others. This collaborative “One Firm” approach enables Bryan Cave to provide practical and value-added counsel at every stage of an outsourcing transaction. Our attorneys have participated in all aspects of outsourcing transactions including: Identifying strategic objectives; Evaluating project structures and providing analysis; Developing and negotiating contracts; Evaluating and recommending vendors; Recommending technical advisors and consultants; Identifying conflicts; International and cross-border outsourcing; Customer Relationship Management (CRM). Technology Infrastructure Outsourcing Companies that use information technology outsourcing require efficient, sophisticated systems and software that are capable of responding to a fast-paced technology environment with its rapid changes in business models. Selecting the right technology partner is an integral part of successful ventures. Our outsourcing attorneys have acted as advisors in many types of engagements including: Infrastructure Applications Website development & hosting E-commerce Telecommunications Application Maintenance and Development Outsourcing Applications are the lifeline of any entity, supporting how a business is planned, managed and operated. As entities face the need to quickly respond to customer demands, requirements and issues, applications come under increasing pressure to support the business and maximize output for optimum results. Increasingly complex and integrated application portfolios, high maintenance costs, and added risk become significant issues for companies. We aid our clients in identifying trouble spots and offering timely solutions. Business Process Outsourcing Business Process Outsourcing (BPO) may not involve standard information technology outsourcing. Typical BPO transactions require vendors to take responsibility for a diverse range of business operations, including claims processing, finance and accounting, human resource administration, call centers, real estate and facilities management, check processing, procurement, e-commerce, logistics support and supply-chain management. Because the stakes are so high in a BPO transaction, a vendor must fit seamlessly with a client’s operation, business model and processes. Our extensive experience in this sector coupled with our established, large network of vendor contacts and relationships enables Bryan Cave to facilitate win-win outsourcing arrangements. Business Transformational Outsourcing Business Transformational Outsourcing (BTO) is an evolving offering by major outsourcing vendors.  At the highest level of the outsourcing value chain, BTO offers sophisticated companies the opportunity to leverage their outsourcing contracts to achieve sustained improvement in strategic business functions and long-term competitive advantage.  These transactions generally involve extensive “partnering” between vendor and customer, including financing arrangements to fund investments. They also often include risk and gain sharing based on the parties achieving defined outcomes which are tied to shareholder value improvement or similar metrics. Cross-Border Outsourcing Globalization of organizations and commerce offers both opportunities and challenges for outsourcing. Significant differences in wage rates, real estate costs and regulatory issues compel organizations to consider international/cross-border outsourcing. To achieve the benefits of international outsourcing, enterprises and their service providers must bridge the corresponding cross-border differences in business and social culture, language, geopolitical risk, legal systems, regulation of business transactions and data flows, taxation, financial systems, currencies, logistical infrastructures, time zones, distances and dispute resolution processes. Organizations need to be aware of unstated assumptions to avoid miscommunications. Enterprises, service providers and their respective consultants and attorneys must actively explore the frameworks for cross-border collaboration. Bryan Cave’s Outsourcing Practice provides: International experience and insight as a result of the multiple cross-border outsourcing engagements we have handled; A global footprint, including seven overseas offices and long-standing associations with other foreign law firms, ensuring in-depth knowledge of cultures, regulatory issues and legal systems. What Sets Us Apart The attorneys in Bryan Cave’s Outsourcing Practice understand the critical issues and challenges that organizations must address to achieve a successful outsourcing relationship. Our clients benefit from our: Depth and breadth of outsourcing experience across industries and outsourcing functions; Business model and industry understanding; Service mentality that consistently seeks to exceed client expectations; Access to a global team using Bryan Cave’s “One-Firm” approach; Partnership approach that seeks to continually add value and bring about win-win opportunities.
Practices
Securities Litigation and Enforcement
Bryan Cave’s securities litigation, enforcement and compliance group handles all types of matters arising under the federal securities laws, including investigations by the Securities and Exchange Commission (“SEC”) and other regulatory agencies, class actions and other private civil lawsuits.  We also advise broker-dealers, public companies, investment funds and individuals on compliance matters.   We have experience as well in acting as special or independent counsel, representing Audit or Special Committees or as independent monitor. The group includes lawyers who have held senior positions at the SEC, United States Attorneys’ Offices, and other government agencies, as well as other lawyers with years of experience advising on and litigating securities matters.  Our clients include corporations, officers and directors, broker-dealers, investment advisers, hedge funds, mutual funds, audit firms, registered persons and others involved in the capital markets.  Our team is located throughout the United States. The group regularly represents clients in the following areas: Investigations, enforcement proceedings and disciplinary actions by the SEC, U.S. Attorneys’ Offices, Financial Industry Regulatory Authority (“FINRA”) and state securities commissions.   We handle matters such as insider trading, revenue recognition, capitalizing vs. expensing, valuation of assets including derivatives and swaps, related party disclosures and violations of generally accepted accounting principles (“GAAP”).  Our matters also involve diverse aspects of broker-dealer regulation, including complex trading, valuation, manipulation, gifts and gratuities, suitability and supervision.  Our white collar lawyers join with us to handle securities related grand jury investigations and matters with potential criminal consequences. Private securities litigation, including class and derivative actions, private equity and hedge fund litigation, institutional and high-net-worth customer arbitrations, and litigation over derivatives and structured financial products, mergers and acquisitions and corporate governance.  These cases include class actions under section 10(b) of the Securities Exchange Act of 1934 arising out of claims of public company financial misstatements, shareholder actions alleging breach of duty in connection with acquisitions of public companies, disputes between public companies against hedge funds, and disputes among financial firms as investors in subprime-related derivatives. Compliance, including advice on regulatory audits, company policies and codes of ethics.  In all engagements, we bring to bear the experience gained in litigating and defending investigations to help our clients avoid regulatory problems. Internal and independent investigations, directed by in-house counsel, audit committees, or other groups of independent directors, or by independent monitors or trustees, receivers or examiners.  For example, one of our partners was named as the independent monitor to examine financial transactions by AIG under an agreement resolving investigations by the SEC and Department of Justice. Representative Matters Represent municipal bond underwriter and broker in multiple class actions presently consolidated in MDL proceedings, alleging bid-rigging in the municipal derivatives markets.  (S.D.N.Y.)  Represented broker-dealer in class action litigation alleging violations of federal and state securities laws resulting from the collapse of the ARS market. Compensatory damage claim in excess of $225 million.  Obtained dismissal.  (E.D. Mo.) Represented broker-dealer in class action litigation claiming violations of federal and state securities laws resulting from the collapse of the ARS market; case dismissed.  (S.D.Ill.) Represented broker-dealer in software license dispute involving compensatory damage claim of over $15 million.  Jury verdict of $4.1 million vacated on appeal; new trial scheduled.  (Jackson County, Mo. Cir. Ct., Mo. App., W.D. and Mo.) Represented IRA trustees in AAA arbitration involving a $10 million claim to recover losses incurred by a self-directed IRA invested with Bernard Madoff.  Obtained summary judgment; pursuing recovery of fees and costs under the indemnification provisions of the IRA contract. Represent financial services company, serving as IRA trustee, in a class action brought on behalf of IRA account holders who invested in an alleged $55 million Ponzi scheme operated by fraudulent fund manager.  (S.D.N.Y.) Represent financial services company and various other entities in claims brought as a class action arising out of the multi-billion dollar Ponzi scheme operated by Bernard Madoff.  (D. Col.) Defend brokerage firm against suitability and misrepresentation claims by five Wisconsin school districts related to alleged fraud in connection with $200 million investment in synthetic CDOs.  (Milwaukee County, Wis. Cir. Ct.) Representing three officers and directors of a major retailer in a lawsuit challenging the company’s decision to acquire a privately-held company owned by Chairman.  (Delaware Ct. Ch.)  Defended company and directors in class action challenging $575 million acquisition of public company by a private equity firm.  (Delaware Ct. Ch.)
Practices
Sports and Entertainment Group
Sports and Entertainment Group Brochure Representations of all 31 NHL hockey clubs and/or their owners, over 20 Premier League, La Liga, Championship and other international football (soccer) clubs across seven countries and teams, owners, players and/or sponsors in each of Major League Baseball, the NBA, the NFL, the NHL and Major League Soccer, as well as the NBA itself and the NCAA. Over 130 different legal projects involving over 400 lawyers for the Olympic Delivery Authority in the build-up to the 2012 London Olympic and Paralympic Games. United States Anti-Doping Agency’s cases against Tour de France winners Lance Armstrong and Floyd Landis, Marion Jones and other gold medal winners. The BALCO scandal and the Mitchell Report on steroid use in baseball. Among the largest known naming rights deals on each side of the Atlantic for Citi Field and The O2, the naming of the Dolby Theatre, home of the Academy Awards, and the Johnson Controls Hall of Fame Village adjacent to the Pro Football Hall of Fame. Sponsorships of the Super Bowl Halftime Show, NFL Pro Bowl and MLB All Star balloting and USA Basketball’s marketing and licensing deal with the NBA covering the 2008, 2012 and 2016 Men’s and Women’s Olympic Basketball Teams. Major resort, stadium and event venue development, financing and leasing projects, including for Ballpark Village in St. Louis, Beaver Creek Resort, FA National Football Centre at St. George’s Park in London, a Jack Nicklaus golf resort, STAPLES Center, The O2 and The Colosseum at Caesars Palace, and the development, redevelopment or relocation of stadiums for multiple Premier League and Championship international football (soccer) clubs. The sale and purchase of, and investments in, professional sports teams such as the Anaheim Ducks, Arizona Diamondbacks, Denver Broncos, Los Angeles Angels of Anaheim, Los Angeles Kings, Los Angeles Lakers, New England Patriots, New Jersey Devils, Phoenix Coyotes, Phoenix Suns, St. Louis Blues and St. Louis Rams and major entertainment companies like Sony Pictures, Metro-Goldwyn-Mayer and The Walt Disney Company, as well as a variety of cross-border international football (soccer) investments and acquisitions of multiple Premier League football (soccer) clubs and Championship football (soccer) clubs and international football (soccer) club acquisitions in Belgium, Uruguay and Brazil.  Over U.S. $400 million in financing deals involving various international football (soccer) clubs in 2017 alone.  Endorsement, “influencer” and “celebrity meets internet” deals involving celebrities such as Brazilian soccer player Ronaldinho, Jimmy Connors, Kurt Warner, Brendan Shanahan, Sandra Bullock, Jessica Simpson, Sarah Jessica Parker, Lady Gaga, Bridget Moynahan and Selena Gomez, and trademark work for Troy Polamalu.  TV contracts with FOX Sports, NBC, CBS, ABC and ESPN and player contracts for Wayne Gretzky and David Beckham. These are just some of the matters that members of Bryan Cave Leighton Paisner’s Sports and Entertainment Group have handled – and some of the experiences that we can draw upon – in representing our valued clients. The world of sports and entertainment has become a world of big business, and it has quickly become a truly global business. This is true both for sports and entertainment businesses whose ability to compete on the field or the stage is dependent on their ability to generate revenues and compete in the business world and for businesses in other industries increasingly looking to sponsorship opportunities as a means to advertise their products and services. As the complexity – and the stakes – of the business of sports and entertainment continue to grow, we believe that so too does the need for sophisticated counsel with a deep understanding of the issues that matter to you, the experience necessary to effectively and effciently help you achieve your goals and a track record of delivering results for our clients on the matters that mean the most to them. We are recognized internationally as a leader in sports and entertainment law. We are one of only two law firms in the world recognized by Chambers, a directory of the most widely recommended law firms and lawyers with rankings based on client input, as having one of the leading sports practices in both the United States and the United Kingdom. Chambers commented that the Sports Practice “offers the best possible client service.” Eight times law firm of the year in our various markets since 2004, hundreds of clients across multiple sports and around the world have relied on our lawyers to help grow their businesses, protect their interests and compete. We offer our clients the unique experience and relationships of our over 90 Sports and Entertainment Group members across the United States, in the United Kingdom and across Europe, Asia and the Middle East, practicing in a variety of transactional, litigation, regulatory, real estate and financial institutions practice groups. As a part of one of the largest 50 law firms in the world with over 1,600 lawyers, we can provide our clients the full service capabilities that they require. Representative Clients Members of the Sports and Entertainment Group currently represent or have represented each of the following representative clients: Professional Sports Franchises and/or Their Owners All 31 National Hockey League ClubsArizona Diamondbacks (MLB)Atlanta Braves (MLB)Atlanta Hawks (NBA)Atlanta United (MLS)DC United (MLS)Denver Broncos (NFL)FC Porto (Primeira Liga)Golden State Warriors (NBA)Los Angeles Angels of Anaheim (MLB)Los Angeles Galaxy (MLS)Los Angeles Lakers (NBA)Memphis Grizzlies (NBA)New England Patriots (NFL)Newcastle United (Premier League)Phoenix Suns (NBA)San Francisco 49ers (NFL)Seattle Seahawks (NFL)St. Louis Cardinals (MLB)Texas Rangers (MLB)Tottenham Hotspur FC (Premier League)West Ham Football Club (Premier League) Collegiate Clients College Football Hall of FameMountain West ConferenceNational Collegiate Hockey ConferenceNational Football FoundationNCAAUniversity of DenverUniversity of Tennessee Olympics Organizations Olympic Delivery AuthorityRussian Federal GovernmentUnited States Olympic Committee (USOC)Over 15 U.S. Olympic National Governing Bodies, including USA Basketball and USA Swimming Professional Athletes Gareth BaleAshley ColeJimmy ConnorsPeter CrouchKieron DyerJackie Joyner KerseeOrlando PaceTroy PolamaluBrendan ShanahanJonjo ShelveyJayson TatumPatrick van AanholtMichael VickJoey VottoAdam WainwrightKurt Warner Anti-Doping Movement Clients Australian Anti-Doping AgencyU.S. Anti-Doping AgencyWorld Anti-Doping Agency Corporate Sponsors AmeriquestBank of AmericaDolby LaboratoriesEnterprise Holdings, Inc.Lucozade Sport New York Life Insurance CompanyNikeProgressiveTD AmeritradeVisa Professional Sports and Entertainment Organizations Anschutz Entertainment Group (AEG)ATP TourCareer Sports and EntertainmentDelaware North Companies/SportserviceGreat White Shark Enterprises/Greg NormanHi-Rez Studios (Esports)HOF Village, LLC (a joint venture of the Pro Football Hall of Fame and Industrial Realty Group)Howard Hughes CorporationLPGA TourNational Basketball Association (NBA)National Football FoundationNew Era Cap CompanyPacific Coast LeaguePGA TourPING GolfSBOBETSMG Property Management, Inc.The FAUltimate Fighting Championship (UFC)United Soccer League (USL)World Triathlon Corporation (IRONMAN)WTA Tour Real Estate Development and Financing Clients (Sports and Entertainment Industry Matters) AvivaBalfour BeattyBarclaysCanary Wharf GroupCBRE Global InvestorsCrown EstateInvestecLand SecuritiesTescoTransport for LondonNumerous lenders engaged in discounting receivables Entertainment Companies British TelecomComcast SpetacorMetroMetro-Goldwyn-MayerMP & SilvaSony Pictures and its subsidiaries, Columbia Pictures and Tri-Star PicturesThe Walt Disney CompanyTurner SportsVarious other motion picture, television and other media studios, producers, directors, distributors and broadcasters Recognition Recognized by Chambers as having one of the leading sports practices in both the United States and the United Kingdom. Russia Law Firm of the Year (Chambers Europe 2015 and shortlisted for 2016) Recognized by Legal 500 United Kingdom as a leading law firm in Sport International Law Firm of the Year (The Lawyer European Awards 2014 and shortlisted in 2015) Best Law Firm in Russia (International Law Offce Client Choice Awards 2010) UK Law Firm of the Year (British Legal Awards 2010) UK Law Firm of the Year (The Lawyer Awards 2010) UK Law Firm of the Year (Chambers Europe Awards for Excellence 2008) UK Law Firm of the Year (Chambers Global Awards 2005) UK Law Firm of the Year (The Lawyer Awards 2004) Highest-ranked law firm for innovation (Legal Business survey of 9,000 clients, 2017) Twice-ranked as the World’s Most Innovative Law Firm by the International Legal Technology Association Recognized by BTI Consulting Group’s “Client List A-Team” (2017), an elite group of 30 law firms most recognized by clients for delivering the best levels of client service.
Practices
Technology, Entrepreneurial and Commercial Practice
Our TEC group moves at the speed of business creating the commercial agreements that fuel our clients’ profits, licensing technology in intellectual property-driven businesses and helping entrepreneurs prioritize to efficiently manage their businesses. Many of our TEC lawyers have management and financial backgrounds as well as in-house experience. They are adept at recognizing the importance of quickly providing legal solutions that are business oriented and creative. Privately held businesses have traditionally represented the largest segment of our client base and the largest number of the lawyers in the firm are dedicated to serving this sector. The Technology, Entrepreneurial & Commercial Group brings together lawyers who practice in many different areas of law from around the firm to offer privately held businesses, their shareholders, directors and officers a broad base of services. To make access to these lawyers and their skills a simple matter for our clients, we designate one attorney to be your contact. This lawyer is responsible for ensuring that your needs are met on a timely and cost effective basis; in effect acting as your general counsel within our firm. You get close personal attention and all the resources of a large, international firm at a very competitive cost. Entrepreneurial Practice Many of the firm’s business clients are privately or closely held entities with management and ownership issues distinct from the multi-national public companies the firm also represents. Members of the Technology, Entrepreneurial & Commercial Practice Group know business owners expect their counsel to be both knowledgeable about the client’s business and sensitive to providing immediate and effective solutions to their legal needs.  Services we regularly provide include: Purchase agreements Business organization Entity formation and governance Venture capital and other forms of funding Shareholder agreements Business sales/acquisition Tax advice Management succession Personal estate planning Professional consulting agreements Technology Practice We have a deep roster of skilled attorneys equipped to provide a rapid, thorough response to any client need arising across a wide spectrum of technologies and sciences and the transactions associated with those technologies – from licenses, joint ventures, procurement and development transactions, to security and privacy policies that govern your systems. Services we regularly provide include: Technology acquisition or development transactions (purchasing, reselling, distribution, joint ventures, alliances, development) Software licensing, maintenance and support Website development and web hosting Colocation Telecommunications Biotechnology including pharma, medical devices and nutrition products Intellectual property licensing Internet advertising, linking and co-branding Privacy, data security and information security policies and counseling Website terms and conditions Technology device manufacturing Open source Intellectual property management and audits Interactive entertainment E-commerce Commercial Practice We offer innovative solutions to our clients’ business issues through the Commercial Practice Team. Our commercial practice is a unique and powerful business tool that takes the administrative, drafting and negotiating burden off of our clients. The result is an approach that provides prompt, economical and sound legal counsel to our clients seeking progress toward timely closure. Services we regularly provide include: Terms and conditions of sale Long term purchase and supply agreements Distributorship and representative arrangements Consulting and other services contracts Confidentiality and non-competition agreements Licensing arrangements and other similar matters Outsourcing Identification of potential antitrust issues, as well as development of MAP Policies Advice on contracting with potentially insolvent or bankrupt companies Export, import, customs and other international trade matters Outsourcing As pressures continue to mount on organizations to minimize costs, improve efficiencies, and enhance their competitive advantage, outsourcing non-core yet vital business activities to third-party vendors becomes increasingly essential. Achieving the right relationship between parties is crucial and requires the assistance of seasoned counsel with both an understanding of the legal issues as well as the industries involved. Members of the Outsourcing Practice serve a broad cross-section of industries, including consulting and professional services, energy, information services, traditional computer and network software, online retailing, telecom, network and personal computer equipment, components and accessories, interactive entertainment, insurance, learning and education, automotive, manufacturing, wireless, broadcasting and media, traditional and Internet telephony, and technology and Internet services. Identifying strategic objectives Evaluating project structures and providing analysis Developing and negotiating contracts Evaluating and recommending vendors Recommending technical advisors and consultants Identifying conflicts International and cross-border outsourcing Customer Relationship Management (CRM)
Practices
M&A and Corporate Finance
Transactional matters are a core practice of Bryan Cave Leighton Paisner. For nearly 20 years, we have annually ranked as one of the most active law firms in the United States based upon number of transactions completed. Our corporate practice and attorneys are also recognized on a global scale by Thomson Reuters, Chambers & Partners, PitchBook, Legal 500 U.S., Legal 500 UK, and JUVE, among other leading publications. While the majority of our work involves representing buyers and sellers in strategically-driven mergers, acquisitions and dispositions, we also regularly advise on tender offers and proxy contests; antitakeover planning; joint ventures; spin-offs, split-offs, carve-outs and other methods of business restructuring; and corporate governance issues. We have extensive experience with private equity sponsors and appreciate the concerns particular to these transactions, ensuring legal issues are addressed, liability exposure is reduced and business opportunities are realized. Cross-border transactions are a particular strength of our firmwide practice. Our attorneys have substantial experience managing international mergers, acquisitions and divestitures, including deals in more than 45 countries and on six continents. In addition to understanding the local laws and regulations governing transactions in many foreign jurisdictions, we have significant knowledge of the complexities and particularities of cross-border transactions that arise in any jurisdiction. With more than 1,400 lawyers practicing in offices throughout the world and in every significant transaction-related practice area, we have the ability to provide real-time assistance to clients dealing with the demanding legal, information and timing requirements of multijurisdictional transactions, whether the target is located in one or two countries or in dozens of countries across the globe. Bryan Cave Leighton Paisner’s transactions clients have local, national and global operations. We employ an integrated, multidisciplinary, team-based approach for delivering M&A services that is tailored to the needs of clients active in the U.S. and international markets. Most of our client work is broader than any one jurisdiction, and our attorneys leverage the firm’s national and international platform to scale our services with our clients’ needs. Our transaction teams include experts across functional areas – such as tax, human resources, employee benefits, intellectual property, regulatory, antitrust, trade compliance, real estate and environmental – to ensure that key risks and needs are appropriately addressed in every transaction. These teams bring the strongest and best resources to bear in any situation, on a seamless, integrated basis. Consequently, we provide informed, nuanced and creative counsel to develop unique solutions for each deal. Recent Deal Profiles Represented Ixia, a publicly traded provider of network testing, visibility and security solutions, in the company’s $1.6 billion sale to publicly traded Keysight Technologies. We served as Ixia’s primary outside counsel for 20 years, from inception through growth to exit. Represented Berry Global, Inc., a publicly traded manufacturer of value-added plastic consumer packaging, in the company’s $2.45 billion acquisition of Avintiv Inc., a specialty healthcare materials manufacturer, from multinational private equity firm The Blackstone Group. Advised DHX Media, a Canadian media production, distribution and broadcasting company focusing on children’s content and brands, in the company’s $345 million acquisition of the entertainment division of Iconix Brand Group Inc., including all interests in Strawberry Shortcake and a controlling interest in Peanuts, the cartoon series created by Charles Schulz. Represented publicly traded Quintiles Transnational Holdings Inc. in a $23 billion all-stock merger of equals with publicly traded IMS Health Holdings Inc. to form IQVIA Holdings Inc., a Fortune 500 global provider of information, technology solutions and contract research services focused on using data and science to help healthcare clients find better solutions for their patients. Represented Greencore Group plc, an Irish publicly traded international convenience food business, in the company’s $747.5 million acquisition of American privately held convenience food manufacturer Peacock Foods.  Represented MBS Textbook Exchange, the largest contract operator of virtual bookstores for institutions, in the company’s $174.2 million sale to Barnes & Noble Education Inc., one of America’s largest contract operators of bookstores on college and university campuses.
Practices
Tax Advice and Controversy
Our tax practice services a broad and diverse client base ranging from individuals and small closely held businesses to Fortune 500 companies. We represent our clients in civil and criminal tax proceedings before federal, state, local, and foreign tax authorities, administrative tribunals and courts involving a spectrum of income, estate, gift, excise, franchise, property, license, sales, use, and value added tax matters. Additionally, our tax practice includes a team of professionals who specialize in tax credit transactions. These include the representation of developers, lenders, syndicators, investors, and community development entities. Please review our tax credit practice section for more information. We believe it is essential to fully understand our clients’ business. Familiarity with their operations provides us valuable insight into the company’s tax administration process and therefore, gives us a distinct advantage when identifying transactions and operations that may potentially raise tax issues. Because of this, we are able to assess the situation and quickly make informed decisions regarding the approach needed to obtain timely resolution. Tax Advice Members of the group have tax advice experience in: Federal and state tax planning in connection with the formation, acquisition, disposition, reorganization and liquidation of publicly and closely-held corporations, partnerships, and joint ventures; Structuring and negotiating a variety of federal and state tax credit transactions, including low-income housing, new markets, historic, and renewable energy tax credits; and asset management issues; Practicing before the IRS National Office, the Treasury Department and Congressional tax writing committees in connection with requests for advance rulings and technical advice, regulatory and tax legislative matters, and other Washington-oriented assignments; Federal and state tax planning for inbound and outbound transactions involving foreign taxpayers, intercompany transfer pricing, foreign currency transactions, and other international tax matters; and Preparation of tax-related opinions and disclosure materials in connection with corporate reorganizations, partnership syndications, stock and debt offerings, recapitalizations, tax-exempt financings, specialized investment vehicles (e.g., REITs, REMICs and RICs), and sophisticated real estate transactions. Tax Controversy The Tax Controversy Group represents corporate, tax exempt, and individual and estate clients on numerous tax issues - some of which have been favorably resolved prior to litigation or are currently ongoing at various stages (both pre- and post-petition) in the judicial system.  These issues, among others, include: Research tax credit qualification and documentation; Historic easement; Partnership disguised sale; Cancellation of indebtedness; Theft loss; NOL carryback (including specified loss carryback determinations); Capitalization/expense, both operationally and in context of transactional matters; and Valuation and discount issues (including closely held businesses, real estate, art work). The Group is currently involved in TEFRA proceedings, Fast Track Appeals, FIN 48 analysis, and privilege issues and has additional tax controversy experience with the following: International, federal and state tax controversies arising out of the formation, acquisition, disposition, reorganization and liquidation of publicly and closely-held corporations, partnerships and joint ventures; Controversy as it relates to the creation, operation and dissolution of employee benefit qualified and non-qualified plans, welfare plans, health insurance continuation coverage under COBRA, executive compensation arrangements and multi-employer plan withdrawal liability; Advocacy before the IRS National Office, the Treasury Department and Congressional tax committees in connection with requests for advance rulings and technical advice, regulatory and tax legislative matters, and other Washington-oriented matters; International, federal and state tax controversies related to inbound and outbound transactions of foreign and domestic taxpayers, intercompany transfer pricing, foreign currency transactions and other international issues; International, federal and state tax controversies related to estate, gift and inheritance taxes; International, federal and state tax controversies in connection with corporate reorganizations, partnership syndications, stock and debt offerings, recapitalizations, tax-exempt financings, specialized investment vehicles ( e.g., REITs, REMICs and RICs), and sophisticated real estate transactions; and A broad range of federal and state tax controversies of colleges and universities, public charities, private foundations and other tax-exempt organizations.
Practices
White Collar Defense and Investigations
Bryan Cave's White Collar Defense and Investigations Group represents companies and individuals in white collar criminal investigations, trials and appeals.  We handle a full range of matters involving white collar crime, including securities, financial institutions and money laundering, government contracts, public corruption, health care, political campaign contributions, criminal antitrust, environmental, tax, the Foreign Corrupt Practices Act and export control. The group has substantial trial experience and includes a former United States Attorney, as well as lawyers who have held other significant positions at United States Attorney and state prosecutors' offices around the country, and in other federal agencies. Our lawyers have been recognized by organizations such as the American College of Trial Lawyers and by President Obama. We regularly defend companies and individuals in criminal investigations brought by the Department of Justice and United States Attorneys’ Offices, as well as state district attorneys and attorneys general.  Our team works closely with other practice groups as needed.  For example, we work with Bryan Cave’s securities enforcement lawyers in handling parallel SEC-US Attorney investigations into securities fraud or overseas payments, or with our antitrust lawyers in defending a criminal antitrust investigation. We also conduct internal and independent investigations and compliance audits, directed by in-house counsel, audit committees, or other groups of independent directors, or by independent monitors or trustees, receivers or examiners.  Bryan Cave regularly fills such roles in some of the most demanding and complex situations.
Practices