Reflecting Today's Increased Globalization And Technology: Kelley Drye's Brussels Office

Wednesday, October 1, 2008 - 01:00

Editor: Can you describe the strategic benefits of your firm's Brussels office?

Van Landuyt: We represent clients in all aspects of European law. Brussels is the capital of the European Union and most of the decision making for the EU takes place in this city. Kelley Drye opened its Brussels office in 1989. Over the years, we have developed excellent working relationships with many European institutions, in particular the European Commission, and we also represent our clients before the European Courts. For our firm's international customs practice, it is very useful for us to be close to the World Customs Organization, which has its central office in Brussels.

Editor: You have law degrees from Katholieke Universiteit Leuven and the University of Pennsylvania. Have you always maintained a trans-Atlantic emphasis in your legal practice?

Van Landuyt: Since 1981, I have practiced law in Brussels. At the outset of my legal career, a good part of the practice consisted of the representation of U.S. high-tech companies who developed new technologies and products with plans to market them in the EU. We assisted them with the establishment of corporate entities throughout Europe, within the shortest possible times, so that these companies could reach local markets without delay. For many of our U.S. clients, in selecting the country location for European headquarters, we evaluated the needs of the initial customer base and considered international and local corporate and tax laws and regulations. We further worked out business partnering arrangements under local agency, distributorship and franchising laws, and established standard customer arrangements, such as license agreements, particularly for marketing software products in the EU. If our clients required litigation assistance, we provided that as well, and when necessary tapped into a network of local attorneys, with whom we have worked for many years.

Editor: Who are some of your major clients who expanded into European markets?

Van Landuyt: The high-tech industry segment of Kelley Drye's European practice to this day remains very important to our office. A few of our key clients include entities within large multinational groups, for example, Sun Microsystems, Tandberg, Seagate, Hitachi and Oracle. For more than 15 years, we assisted J.D. Edwards in their European operations. The company was eventually acquired by PeopleSoft and then by Oracle, and we continued the relationship with Oracle after the acquisitions.

Editor: What recent legal developments are sig-nificantly affecting businesses in Europe?

Van Landuyt: As the unification of the European Union progresses, more and more EU rules and regulations come out that directly affect the businesses of our U.S. clients established in the Community, regardless of the member state in which they have been set up. In the Brussels office, we are very closely following up all these legal developments and we advise our clients on the effects the new regulations and directives will have on their business. Recently, the EU's legislation dealing with the "Restrictions on the Use of Hazardous Substances" (RoHS) and the "Registration, Evaluation, Authorization and Restriction of Chemicals" (REACH) laws have given rise to many inquiries among our clients. Under the REACH program, the EU is establishing a unified management system for chemical products and "substances of very high concern" used in the EU. Companies using such products in their manufacturing processes must either register them with a newly created European authority, the European Chemicals Agency, or make sure that their own suppliers of the chemicals have taken care of the registrations. We assist our international clients in complying with the highly complex REACH regulations, for example, in connection with the pre-registration of their products during a transitional period, expiring in December 2008. With Kelley Drye's environmental regulatory practice in Washington, D.C., including partner William Guerry and special counsel Joseph Green, we provide detailed compliance advice in several industry sectors, including outdoor power equipment, steel and other specialty metals. Also, we are in the process of developing REACH training and compliance strategies for clients.

For international export control matters, our Brussels office works closely with our Washington, D.C., partner, Eric McClafferty, an international trade attorney. He has extensive experience in matters involving multiple export control agencies of the U.S. government and advises the U.S. Department of Commerce on export controls as a member of the agency's Materials Technical Advisory Committee. U.S. clients who export into Europe face both U.S. export and EU import regulations. Mr. McClafferty and his team handle all aspects of U.S. outbound regulatory issues, including certifications and export controls on electronics and encryption items. In Brussels, we focus on the EU inbound side, the customs and regulatory aspects, as well as on export controls, in the event of a re-export of the products.

Being able to cooperate with our environmental and export control trade lawyers in the United States adds significant value to our legal services in Europe.

Editor: In the M&A area, an example of Kelley Drye's international teamwork involved the restructuring of Taiyo Nippon Sanso's German joint venture. Can you describe the challenges of the deal?

Van Landuyt: Richard Lury, a corporate partner in our New Jersey and New York offices, and I represented Taiyo Nippon Sanso Corporation (TNSC), a Japanese industrial and specialty gas company, in its joint venture restructuring of its German joint venture. TNSC's joint venture partner, Messer Griesheim, was acquired by Air Liquide. This triggered a "change of control" clause and certain related options in the original joint venture agreement. TNSC identified Linde AG as its new preferred partner. The parties negotiated the purchase of shares of the joint venture held by Messer Greisheim and transitional supply and service contracts between Air Liquide and the new joint venture. Kelley Drye simultaneously negotiated the terms of the new joint venture arrangements with Linde AG. The agreements required approval from the European Commission. We created a special purpose entity formed by TNSC, which acquired a 51 percent interest in the joint venture owned by Air Liquide. We then obtained the requisite clearances from the merger control authorities of Germany and Austria, at which time shares were transferred from TNSC to Linde, and the new joint venture agreement became effective.

Although the deal was complex, it was satisfying to efficiently leverage our global capabilities. Also, it was interesting to work with multi-faceted legal issues and cultures.

Editor: Has the Brussels office's work with the firm's U.S. offices helped successfully bridge cross-cultural differences for your clients?

Van Landuyt: All of Kelley Drye's offices, including the Brussels office, operate as parts of one firm. Due to telecom and IT technologies, the Brussels office is fully integrated into the worldwide Kelley Drye network and communicates with attorneys in other offices on a real-time basis. Webinars and teleconferences with colleagues and clients allow us to participate in professional and business discussions at tremendous cost savings, reducing the need for frequent international traveling.

Cultural differences among many different locations all over the world nevertheless exist - notwithstanding the on-going globalization process. However, this is positive as it makes the world a far more interesting place and adds different perspectives to business deals.

In addition to our European presence, Kelley Drye is active in Asia, with an affiliate office in Mumbai, India. The Brussels office works closely with our India practice partners in the United States, Talat Ansari, and in Mumbai, Shabbir Wakhariya, as U.S., European and multinational companies more aggressively expand into India, and as companies in India are also part of today's push for globalization.

The interpretation of cultural differences and the facilitation of communication among entities in different cultural zones represent a fascinating aspect of the business of our Brussels international law practice.

Editor: I noted that you speak three languages, English, French and Dutch, and that you are able to address matters in German as well. Is that reflective of the needs of your international clients today?

Van Landuyt: Languages are indeed important for international legal practices, such as this of our Brussels office. The office is capable of addressing legal issues requiring the command of English, French, Dutch and German. However, within the European Community, English is gradually becoming the most important language of communication. It is a development that is unavoidable, and recognized as such by law practitioners throughout the EU, regardless of their country of origin. At the time of creation of the EU, only six countries participated, and the UK was not a member. As a result, some of the larger countries - in particular France and Germany - competed to determine which language would be the official one for the EU. Initially, the EU member states agreed that all languages should be given equal effect within the EU, but as the EU expanded to its current 27 countries, the language issue became increasingly more critical. Now, publication of all laws and regulations is still required in all languages of the member states, but the use of English in the legal practice nevertheless has become widespread and is now predominant.

Editor: How will the developments you describe affect the ease or difficulty in navigating international laws and regulations?

Van Landuyt: I think the future for Europe and the EU is bright, including for the practice of law within the expanding Union. Traveling within Europe (due in large part to the single Euro currency) and communicating with people in a wide variety of countries has become easy. The development of a unified, "federal" type of European law for all of the countries is still progressing and will eventually simplify the practice of law within several different EU countries. We are convinced that the legal practice for Kelley Drye's Brussels office will continue to be varied and challenging in years ahead, especially with the growing unification of the EU and the future business opportunities for Brussels-based firms that these developments offer.

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