Paul Allaer

Practices

• Corporate Transactions & Securities
• International

Professional Experience

Paul is a partner in the firm's Corporate Transactions & Securities and International practice groups. His practice focuses on international corporate and trade matters, including international mergers and acquisitions, agency and distribution, know-how licensing and joint venture transactions, as well as Foreign Corrupt Practices Act compliance and related suspect payment issues. Paul also works extensively with foreign companies expanding and investing in the U.S. Paul was admitted to practice in Ohio in 1986, in Georgia in 2006 and in Brussels, Belgium in 1998 (inactive).

Paul also practices in the Atlanta office:

Two Alliance Center
3560 Lenox Road, Suite 1600
Atlanta, Georgia 30326

Education

• The George Washington University Law School, M.C.L., 1986
• American University, Washington College of Law, LL.M., 1984
• University of Leuven (K.U.L.), Belgium, J.D., 1983
• University of Antwerp, Belgium, B.A., 1980

• Represented large privately-held U.S. based industrial manufacturer in separate but subsequent acquisitions of its distributors in Spain, Austria and Italy, respectively.
• Multiple transactions pertaining to Brazil, including establishment of wholly-owned subsidiaries of U.S. manufacturing companies, negotiating and/or termination of Brazilian distribution agreements, and miscellaneous other commercial matters.
• Represented a variety of public and privately- held companies relative to establishing manufacturing operations in China.  Some transactions were structured as wholly foreign-owned enterprises (WFOEs), others as equity or cooperative joint ventures.
• Assisted a variety of public and privately-held companies in establishing global compliance, code of ethics and business conduct policies.
• Assisted various companies on Foreign Corrupt Practices Act compliance, as well as related suspect payments outside the scope of FCPA.
• Represented public company in acquisition of its distributor in Mexico; structured as a stock acquisition, our client obtained a majority of shares at closing, with remainder of shares acquired over 3 year period.
• Represented privately-held manufacturer in acquiring majority equity interest in its distributor in England.
• Assisted privately-held manufacturer in restructuring of EU-wide distributor network; worked with local counsel throughout Europe.
• Assisted public company with corporate restructuring of its foreign subsidiaries; worked closely with counsel in 17 countries, on four continents, to spearhead and coordinate corporate implementation.
• Assisted privately-held industrial manufacturer in acquisition of substantially all of the assets of its distributor in the Netherlands.
• Represented family-owned business during complex negotiations and implementation of software technology licensing transaction with Argentinean licensee.
• Represented public company in the establishment of joint venture in Mexico, owned 50 percent by our client.
• Assisted public company in the sale to another U.S. company, of one of its divisions, including the stock held by it as a 49 percent joint venture partner in a Korean  company.
• Assisted privately-held company in the sale to a U.S. public company of substantially all of its assets, including the stock of its wholly-owned subsidiaries in Germany, Mexico, Czech Republic and Sweden. Worked closely with counsel in those countries.
• Represented a variety of U.S. companies, both public and privately-held, in the establishment of manufacturing, distribution and/or administrative headquarter operations in the European Union.
• Represented a variety of foreign companies, in particular from Europe, establishing manufacturing, distribution and/or administrative headquarter operations in the U.S., including negotiations of and assistance relative to investment incentives on local and state basis.
• Provided trouble-shooting analysis to numerous companies relative to the structure and operations of their international agency and distribution network.
• Worked with numerous client to craft tailor-made forms of international contracts that respond to the need of the business people.
• Represented public company in claim of unlawful termination brought by its Dominican distributor in the courts of the Dominican Republic. Worked closely with counsel in the Dominican Republic.
• Represented manufacturer in share acquisition of company located in France

• “Combatting Bribery and Other Forms of Suspect Payments”, American University Washington College of Law, Washington, D.C., October 11, 2012
• “International Joint Ventures”, University of Cincinnati College of Law’s Institute for the Global Practice of Law, Cincinnati, Ohio September 19, 2012
• “International Business Transactions”, University of Cincinnati College of Law’s Institute for the Global Practice of Law, Cincinnati, Ohio July 2, 2012
• "The Importance of Exports to SW Ohio", Miami Valley International Trade Association, Dayton, Ohio, September 15, 2011
• "International Business Transactions", University of Cincinnati College of Law's Institute for the Global Practice of Law, Cincinnati, Ohio, July 13, 2011
• "Developing Cultural Competencies: China", GE Aviation, Evendale, Ohio, June 22, 2011
• "Israel: Innovation Hub and Trading Partner", Miami Valley International Trade Association, West Chester, Ohio, May 19, 2011
• "Legal Issues in International Business", Xavier University's Williams College of Business, Cincinnati, Ohio, April 30, 2011
• "Chinese Labor Law and Compliance", NBI National Business Institute, Cincinnati, Ohio, December 9, 2010
• "Legal Aspects of Doing Business in Brazil", SODEC 5th Annual Trade Conference, Cincinnati, Ohio, October 19, 2010
• "Legal Aspects of Doing Business in China", Miami Valley International Trade Association, West Chester, Ohio, May 20, 2010
• "Brazil: Rising Economic Power, Challenging Legal Issues", Cincinnati, Ohio, April 30, 2010
• "International Corporate Governance", American University Washington College of Law Conference, Miami, Florida, April 9, 2010
• "Recent Legal Developments in the European Union", interviews on "BusinessWise", broadcast on WNKU 89.7, February 11-12, 2010
• "International Business Ethics and Legal Compliance", interviews on "BusinessWise", broadcast on WNKU 89.7, February 4-5, 2010
• "Business Ethics in Asia", Crown Equipment Corporation, New Bremen, Ohio, February 3, 2010
• "The Legalities of Doing Business in China", NBI National Business Institute Teleconference, December 9, 2009
• "China Revisited: Did the Promise Hold True?", Cincinnati USA Regional Chamber of Commerce, October 1, 2009
• "International Sales: Practical Tips and Legal Considerations", Miami Valley International Trade Association, West Chester, Ohio, May 12, 2009
• "Personal Liability of Directors and Officers in the US, Belgium and Germany", Munich, Germany, April 29, 2009
• "Doing Business in the Midwest: Location Cincinnati", Cincinnati USA Regional Chamber of Commerce, Ilmenau, Germany, April 28, 2009
• "Personal Liability of Directors and Officers in the U.S., Belgium, and the Netherlands", Amsterdam, October 3, 2008
• "Legal Perspectives", Sino-American Business Summit presented by Miami University, West Chester, Ohio, September 30, 2008
• "Hot Trans-Atlantic Business Issues", Cincinnati, Ohio, September 18, 2008
• "Selling into the European Union", U.S. Department of Commerce, Loveland, Ohio, September 12, 2008
• "U.S. Manufacturing in the 21st Century: A Playbook for Competing Globally", U.S. Department of Commerce, Dayton, Ohio, August 28, 2008
• "Chinese Labor Law and Compliance", NBI Seminar, Cincinnati, Ohio, July 23, 2008
• "The U.S. Goes Sustainable: Investing in the Heart of America", Amsterdam, April 9, 2008
• "Chinese Legislative Changes: How Will Companies Doing Business in China Be Affected?", Cincinnati, Ohio, May 15, 2007
• "China: Risk, Reward & How To Win", US Department of Commerce, Erlanger, KY, August 17, 2006
• "Doing Business in the UK", Four Seasons Hotel, Atlanta, August 31, 2006
• "Cross-Cultural Negotiation Essentials", LexisNexis, Dayton, Ohio, June 30, 2006
• "Hot Topics in International Law", Reynolds & Reynolds, Dayton, Ohio, June 29, 2006
• "China CEO Roundtable", Cincinnati USA Regional Chamber of Commerce, Queen City Club, Cincinnati, Ohio, May 10, 2006
• "The Role of Trade and Economic Development in US Foreign Policy", National Council for International Visitors (NCIV) Northeast Regional Meeting; Cincinnati, Ohio, August 6, 2005
• "Doing Business in China"; Miami Valley International Trade Association, Dayton, Ohio, May 20, 2004
• "Why Invest in the U.S. Midwest?"; ABN-AMRO, Amsterdam, May 6, 2004
• "International Sales Agents and Distributors; Legal Considerations", Miami Valley International Trade Association, November 20, 2003
• "Purchasing Law: International Aspects" · Lorman Education Series, Cincinnati, Ohio, March 19, 2003
• "Growing Your Business in China: Legal Aspects", Queen City Club, Cincinnati, February 4, 2003
• "Global Technology Symposium"; Greater Cincinnati Chamber of Commerce, Cincinnati, August 29, 2002
• "EU Law and Business After the Euro: Perspectives from Brussels", Chicago Bar Association, Chicago, March 2002
• "Data Privacy Regulations: the EU and Beyond", Cincinnati Bar Association, Cincinnati, March 2002
• "Privacy & Data Protection Law: The Emerging Frontier", American Corporate Counsel Association, October 2001
• "Exporting Personal Data from the EU to the U.S.: The U.S. Safe Harbor Framework", Cleveland, September 2001; Cincinnati, June 2001
• "Doing Business in the European Union", Kentucky World Trade Conference, November 2000
• "The Global Market Is Right Around The Corner", ABA Teleconference, April 2000
• "International Contract Negotiation Essentials", Miami Valley International Trade Association, September 1999
• "Legal Aspects of International Business", International Management Association, Akron-Canton Chapter, March 1999
• "Preparing Your Business for the Euro", Fifth Third International Seminar Series, November 1998
• "Recent Developments in EU Competition Law", ABA Section of Business Law, St. Louis, April 1998
• "Legal Aspects of Selling into Mexico", Cinergy Department of Regional Development, January 1998
• "Doing Business in Chile", Kentucky World Trade Conference, November 1997
• "Acquisitions of European Businesses: Employment and Quasi-Employment Related Pitfalls", ABA Section of Business Law, Boston, April 1997
• "International Strategic Alliances", Ohio Global Trade Conference, Columbus, December 1996
• "Legal Aspects of Doing Business in Belgium", Flanders Foreign Investment Office, San Diego and Chicago, May 1996

• The Best Lawyers in America, every year 2006-2013
• Selected as a Leading Lawyer in the International practice area in Cincy Business Magazine, every year 2004-2013
• Honorary Consul of Belgium for the State of Ohio, by Royal Decree dated October 11, 1997

• Dutch
• French