Corporate
RC Law regularly assists non-U.S. companies in establishing a presence in the United States. We advise clients on the choice of entity and jurisdiction, decisions often driven by tax considerations, and manage the formation of the selected vehicle. Our firm guides clients until their new company is ready to operate, after which we provide ongoing advice on corporate governance and compliance.
Our firm prides itself with a strong expertise in contracts and commercial law. Clients rely on us for advice in drafting and negotiating complex agreements, including supply, manufacturing, distribution, agency, licensing, R&D, technical assistance, engineering, installation, services, and other contracts tailored to their business needs. We also specialize in “inter-company” contracts, helping our international clients comply with applicable transfer pricing regulations.
RC Law has extensive experience in reorganizations, conversions, and domestications. We have helped many clients achieve a more streamlined and effective structure in the United States and relocate to more efficient jurisdictions. Our corporate practice supports clients throughout the entire process of reorganization, merger, or acquisition. This includes analyzing risks, determining transaction benefits, negotiating and drafting relevant documents, and managing post-implementation and “cleanup” matters.
Contact Attorney
Marta Garcia
Partner
Corporate / Employment
Contact info
Phone: +1 786-598-8009
Email: marta.garcia@rclawus.com
Representative Matters: Commercial & Corporate Engagements
RC LAW ADVISED A LEADING SPANISH PAINT GROUP IN A CORPORATE REORGANIZATION OF ITS UNITED STATES STRUCTURE
RC Law counseled a prominent paint manufacturing client in the reorganization of its corporate group in order to achieve tax efficiency, estate planning goals and shield liability, to the maximum extent possible.
RC LAW ADVISED LARGEST SPANISH CONSTRUCTION GROUP IN A U.S. DIVESTITURE
RC Law advised the largest Spanish construction group on the divestiture of two of its U.S. subsidiaries in an effort to minimize tax, corporate and procedural liabilities.
RC LAW ADVISED ZICLA ON A MANUFACTURING AND SUPPLY AGREEMENT WITH THE CITY OF NEW YORK
RC Law advised ZICLA, a Spanish company offering safety and transportation integration solutions for bicycle sharing systems, on the negotiation of a manufacturing and supply contract with the city of New York. Zicla had been awarded a $3,000,000 “sole source” agreement by the New York City Department of Transportation to supply temporary bus boarders to the City of New York.
RC LAW ADVISES EULEN ON SERVICES AGREEMENTS WITH AIRLINES
RC Law routinely advises and negotiates agreements on behalf of EULEN, a company offering ground services to major airlines across the United States.
RC LAW ADVISED FRINSA ON SEVERAL MANUFACTURING AND SUPPLY AGREEMENTS WITH MAJOR US SUPERMARKET CHAINS
FRINSA, a Spanish company offering canned products, retained RC Law to be advised on the negotiation of several manufacturing and supply contracts with major supermarket chains, such as Whole Foods, Trader Joe’s, and Aldi.
RC LAW ADVISES MEDSIR ON SCIENTIFIC SERVICES AGREEMENT DEVOTED TO WOMEN’S HEALTH RESEARCH
RC Law routinely advises and negotiates agreements with pharmaceuticals and contract research organizations on behalf of MEDSIR, a Spanish company devoted to research and scientific advances in the field of women’s health.
RC LAW ADVISED SPANISH HOTELIER GROUP IN A MAJOR CORPORATE REORGANIZATION OF ITS UNITED STATES ORGANIZATION
RC Law counseled one of the largest hotelier family offices in Spain in connection with the reorganization of their 19-entities group to a lean 4-entity structure.
RC LAW ADVISED A SPANISH ENTITY IN THE DOMESTICATION TO BECOME A DELAWARE CORPORATION
RC Law counseled and advised a monetization-platform company in connection with the domestication of its Spanish Sociedad Limitada into a Delaware corporation.
RC LAW ADVISED A SPANISH AI GROUP IN A CORPORATE REORGANIZATION
RC Law counseled a large Spanish artificial intelligence group in connection with the reorganization of their US structure, through various mergers and dissolutions.
RC LAW ADVISED A LEADING VISION GROUP IN THE CORPORATE CONVERSION AND DOMESTICATION TO BECOME A DELAWARE CORPORATION
RC Law counseled a leading vision care group on the conversion and domestication of one of the group’s entities from a California limited liability company into a Delaware corporation.
RC LAW ADVISED A SPANISH HEALTHCARE COMPANY IN THE REDEMPTION OF MEMBERSHIP INTERESTS
RC Law advised a Spanish healthcare company, on the repurchase and redemption of Class B membership interests.
RC LAW ADVISED IN THE CORPORATE RESTRUCTURING OF THE U.S. OPEARATIONS OF A SPANISH SPORTS EQUIPMENT DISTRIBUTOR
RC Law managed the corporate restructuring of a licensed sports equipment distributor based in Spain, which entailed the purchase of minority interests by the majority member, alongside assignments and amendments of LLC documents.
Representative Transactions: Joint Ventures
RC LAW ADVISED LADORIAN IN CONNECTION WITH A U.S. TECHNOLOGY JOINT VENTURE WITH ATLANTA BASED COMPANY, IN REALITY
RC Law has assisted Ladorian of Madrid, Spain in its negotiation of a strategic partnership agreement with In Reality of Atlanta, Georgia, which offers a venue analytics software platform. Ladorian in turn offers a software solution specializing in personalized data driven messaging for in store screens. Ladorian uses connected data points and data intelligence to create a smart communication channel with users at the points of sale, delivering personalized messages that offer the best products to meet their needs. The messaging generated integrates (and reacts to) external factors like weather, demographics and events with internal ones such as inventory, sales, mobile ERPs, profiles and shopper patterns to serve up the ideal message for the viewer, location and in-store ‘moment’.
RC LAW ADVISES GLOBALIMAR ON ITS JOINT VENTURE WITH CELEBRITY ATHLETE VICENT “BO” JACKSON
RC Law acted as U.S. counsel to Globalimar of Girona, Spain in its first entry into the U.S. market, in partnership with Jackson & Partners (J&P). J&P’s principal owner and CEO is Vincent “Bo” Jackson, a U.S. former professional baseball and football player who became the only professional athlete in history to be named an “All-Star” in both baseball and football.
J&P is an importer and processor of high-quality, sustainably sourced food products which expanded its “All-Star Signature Sideliners” products to include Globalimar’s “Aligator” brand of ready-to-eat seafood meals. Globalimar’s offers customers authentic, chef inspired recipes and is known for its expertise in frozen seafood manufacturing and commitment to using only certified quality seafood. Its “ready to eat” products are elaborated following a unique R&D process conducted by a foundation (i.e. Fundacion Alicia) to ensure the frozen products retain all their nutrition qualities.
As a result of this joint venture, Globalimar established a subsidiary in Miami, Florida, from where it initially covers the markets of New York, Chicago, Boston and Miami. RC Law advised Globalimar on all contract, commercial, regulatory and corporate aspects related to this joint venture.
RC LAW ADVISED SPANISH GROUP CANTABRIA LABS IN CONNECTION WITH A U.S. JOINT VENTURE WITH CELEBRITY SOFIA VERGARA TO LAUNCH A NEW LINE OF SKIN CARE PRODUCTS WITH THE ACTRESS’ ENDORSEMENT
RC Law advised Spanish pharmaceutical group Cantabria Labs in connection with a joint venture with Hollywood celebrity Sofia Vergara to jointly develop, promote and sell around the world a new line of skin care products. The joint venture company will be based in California. Our client’s joint venture partner was advised by the New York entertainment law firm, Grubman Shire Melselas & Sacks.
RC LAW ACTED AS JOINT VENTURE COUNSEL FOR A SPANISH INFRASTRUCTURE COMPANY IN CONNECTION WITH A JOINT VENTURE IN TEXAS WITH A LOCAL GROUP
RC Law acted for a Spanish infrastructure company in connection with a 50/50 joint venture with a Texas company involving the establishment of manufacturing operations. The purpose of the joint venture is to manufacture steel reinforcements to be used for construction projects, including railway infrastructure, tunnels and bridges.
RC LAW ADVISED PACIFIC GLOBAL CORPORATION IN THE FORMATION OF A THREE-MEMBER JOINT VENTURE IN DELAWARE
RC Law represented Pacific Global Corporation, in connection with the formation of a three-member Delaware JV company, involving the drafting and negotiation of an Operating Agreement and complex inter-company agreements.
RC LAW ADVISED IN THE STRUCTURING OF A MULTI-MEMBER JOINT VENTURE
RC Law advised a market-leading cement commodities trading company on the structuring of a joint venture between Spanish, French, and Singaporean shareholders.
RC LAW ADVISED GRUPO JULIA IN A JOINT VENTURE TO OPERATE THE SIGHTSEEING TOUR BUSINESS OF THE “CITY SIGHTSEEING” LICENSOR AND RELATED PARTIES
RC Law advised Grupo Julia, a Spanish transportation and travel services group, to structure a joint venture through its wholly owned California subsidiary, Blue Bus Tours LLC, to operate the sightseeing business of the licensor of the “City Sightseeing” brand and related reseller partners in the San Francisco area. The transaction involved the negotiation and execution of a series of complex license, resale and lease agreements with the licensor, former licensees and resellers operating the business. Opposing counsel was Saretsky, Katz & Dranoff LLP in New York.