Position:	Of Counsel
Address:	Herzfeld & Rubin, P.C. 125 Broad Street, New York, NY, 10004
Phone:	(212) 471-8455
Fax:	(212) 344-3333
E-mail:	ERose@herzfeld-rubin.com
Business Card: ( vCard )

For more than 25 years, Eric Rose has concentrated his practice in the global aspects of business development, specifically including mergers, acquisitions, privatizations, technology transfers, antitrust counseling, and domestic and international commercial transactions. Mr. Rose has served in several senior in-house counsel positions at leading companies such as American Standard, Tyco Toys, and John Deere. Since 2003, he has been in private practice, representing mid-tier domestic and international equipment manufacturers in the defense, natural resources, and service industries. Mr. Rose has led M&A and other complex transactions in the U.S. and more than two dozen countries on five continents. These representations have included the organization and strategic direction of manufacturing and/or distribution subsidiaries.

Areas of Concentration

• Mergers, acquisitions and privatizations
• Corporate restructurings, including tax reorganizations and technology transfers
• International antitrust, ITAR, FCPA, OECD and Sarbanes-Oxley Act compliance
• Domestic and international commercial transactions
• Commercial and consumer litigation

Significant Representations

Global Mergers, Acquisitions and Privatizations

• Led tender offers in the United States, France, Thailand and Germany, including securities filings

• Negotiated and drafted documentation for share acquisition/sale transactions, including the formation/dissolution of joint ventures, in the United States, Canada, Mexico, Chile, Peru, Brazil, Ireland, Sweden, France, Belgium, United Kingdom, Netherlands, Germany, Italy, Spain, Russia, Bulgaria, Greece, Turkey, Israel, Egypt, India, Thailand, Singapore, Indonesia, Philippines, Australia, China, Japan.

• Negotiated and drafted assets and related liabilities purchase/sale agreements in several countries, including those listed above, as well as in Columbia, Venezuela, Argentina, Dominican Republic, Costa Rica, Portugal, Romania, South Africa, Pakistan, Vietnam, and Malaysia.

• Represented American Standard, Trane and WABCO Automotive in privatizations in, among other, Bulgaria and Poland, as well as in partnerships with state and local governments in a number of countries, including the United States, Thailand, Vietnam, etc.

Corporate restructurings, including tax reorganizations and technology transfers

• Restructured the operations of Perry Equipment Corporation which resulted in a two-fold increase in sales, twenty-fold increase in EBITDA and eventually, counseled the company in its merger with CLARCOR Inc. (NYSE: CLC) at a five-fold increase in valuation over the three-year period of the assignment

• Counseled an international gas equipment manufacturer in improving its operations, which resulted in a two-fold increase in inventory turns and an equivalent reduction in working capital.
  Negotiated and drafted for several clients bank and private equity multi-currency, multi-option credit agreements with a number of leading banks (e.g. Chemical Bank, JPMorganChase, etc.), which resulted in substantial savings in the borrowing rate, increased flexibility in the use of the facilities, and enhanced opportunities for global money management

• Negotiated and drafted complex financing facilities in several countries, including public and private offerings, acquisition/resale of Brady bonds, debt-to-equity and sale/leaseback financing, which have yielded material enhancements of the credit worthiness of the clients.

• Reorganized the domestic and international tax structure of several clients, which resulted in very substantial lowering of the respective client’s global effective tax rate.

• Led Six Sigma and Demand Flow Technology teams which found enduring and consistent solutions which reduced costs by over $2 million/year.

• Changed investments ownership structure, which yielded $2.3 million in tax-free earnings.
  Reorganized client investment in South Africa which yielded a $935,000 tax-free dividend to the U.S. parent without any negative effect on operations.

• Negotiated and drafted multiple technology transfer agreements, which expanded clients’ revenue stream, as well as opened new opportunities for sales of its products.

• Negotiated and implemented the building of the first post-1989 privately commissioned gas pipeline in a Balkan country, which resulted in cost efficiencies of over $5 million.

International antitrust, ITAR, FCPA, OECD and Sarbanes- Oxley Act compliance

• Developed compliance procedures on international antitrust, export controls, ITAR,  anti-boycott rules, WTO, NAFTA, foreign procurement practices and trade barriers.

• Designed and implemented contract management, corporate governance procedures and FCPA compliance programs, including seminars to senior management as well as operating personnel.

• Drafted, and counseled the implementation of global HR manuals and compliance functions for several clients, in the U.S. and internationally.

Domestic and international commercial transactions

• Negotiated numerous commercial purchasing and sales transactions, in more than forty countries.

• Designed and implemented complex sales and purchasing policies, including drafting the related documentation (e.g. Purchase Orders, Acknowledgement Receipts, Warranty Terms, etc.), including web-based solutions.

Commercial and consumer litigation

• Led client's domestic and/or international litigation function.

• Developed and implemented complex ADR programs, and participated in mediations, arbitrations, etc.

• Litigated product liability cases in over thirty domestic jurisdictions, and five international jurisdictions.

• Litigated multiple commercial disputes with suppliers, customers, governments, etc.

• Drafted and argued appellate briefs, and prepared brief and supported counsel in the appeal of a case before the U.S. Supreme Court

Professional & Community Involvement

• Past President, Iowa Society of Int'l Law and Affairs
• Past Chair, American Bar Association International TIPS Committee
• Past Program Chair, ABA TIPS and Business Law Sections

Awards & Recognition

• Listed, Legal 500 US, 2009 edition

Articles, Publications & Lectures

Articles

• Co-author, "The Granting and Suspension of Most-Favored-Nation Status to Non-market Economy States: Policy and Consequences," 25 Harv. Int'l L.J. 329 (1984)

• Co-author, "The Japanese Industrial Policy Complex: An Appropriate Legal Model for the United States?" 11 Brooklyn Int'l L.J. 239 (1985)

• Co-author, "Third World Agricultural Development: A Proposal," 19 N.Y.U. Int'l L. & Pol. 63 (1986)
  Author, "International Contractual Developments in Product Liability," 371 PLI/Lit 175 (1989)

Speeches

• Speaker and moderator for several programs of the ABA, PLI Institute, and others

Miscellaneous

• Organizer of the ABA Global Product Liability Conference in Paris, France (1990)

Education

J.D., University of Iowa College of Law, 1985

• Editorial Board, Iowa Law Review
• Editorial Board, ASILS International Law Journal

M.A., Political Science, University of Iowa, 1985
B.B.A., Economics, University of Iowa, 1982

Admitted to Practice

• Illinois
• Iowa
• Pennsylvania
• Supreme Court of the United States

Languages

• French
• Romani

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