Since commencement of activities in a foreign market has become a goal for almost all growing businesses in the United States, International business operations and their derivative profits have become an important part of business practice in recent years. One of the many factors of international practice is that the legal and business issues in any given form of transaction are raised anew whenever a firm decides to enter a different country, since the variety of laws and customs around the world often make generalizations very difficult in this area. In order for counsel to provide effective guidance to clients on cross-border transactions, attention must be paid to establishing and maintaining programs for complying with domestic and foreign laws and regulations.

Compliance Programs

A business which does or will have a significant level of international operations must take steps to establish and maintain programs designed to insure that it remain in compliance with all of its obligations under domestic and foreign laws. This process will begin with an inventory of the company's international business activities. Thereafter, the company and its attorney should determine the legal areas in which the company has the greatest potential exposure.

• If the business makes use of foreign sales representatives, a program should be set up to ensure that the company and its foreign agents do not run afoul of prohibitions on "corrupt payments " as set forth in the U.S. Foreign Corrupt Practices Act ("FCPA").
  
  
• It is also common for the company to establish procedures which must be followed to insure compliance with export restrictions.
  
  The business protocols & programs should be supplemented by standardized language in the company's contracts regarding compliance with all applicable laws.
• In the cases of a foreign agency agreement, the contract should contain the usual provisions that the agent is an independent contractor with no authority to commit the company, and the agent shall comply with all laws and regulations of the United States and the country of sale.
  
  
• All agreements should contain representations that the agent is not an employee, officer, or representative of any government, or agency or instrumentality of any government, or of a political party, and is not a candidate for political office
  
  
• The agreement should include an undertaking by the agent not to use any portion of its commission to make payments or gifts directly or indirectly to any employee, officer, or representative of a foreign government under circumstances where such payment would constitute a bribe, kickback, or illegal payment under United States or applicable foreign laws.
  
  Each cross-border transaction presents its own unique challenges and opportunities. The business staff and the attorney will want to prepare and use a checklist which lists the most common legal, cultural, and business issues that arise in the international arena.

AGREEMENTS, DOCUMENTS & FORMS:

International Operations Questionnaire
Foreign Reseller Application
Export Sale Transaction Evaluation Checklist