CORPORATE AND GENERAL BUSINESS PRACTICE
Croudace & Dietrich LLP provides general business representation, including
the formation and dissolution of corporations, partnerships and limited
liability companies and merger and acquisition transactions. The firm
also provides advice involving the on-going operations of businesses on
a national and international level. The firm has developed a cooperative
base of international law firms with which the firm can associate should
the client’s needs dictate. Some of the clients represented by the
firm on general business matters are Cabine C&D (formerly C &
D Aerospace, Inc.), Cabine NWC (formerly Northwest Composites, Inc.),
Western Digital Corporation and Hewitt Associates, LLC (formerly, Exult,
Inc.), Voit Development, Platinum Motors, and bkm Development. Highlights
- Representation of international manufacturing companies in the preparation
and negotiation of joint research and development agreements, joint manufacturing
agreements, volume purchasing agreements, supply agreements, original
equipment manufacturer agreements, technology services agreements, logistics
agreements, licensing agreements, quality charters and world-wide social
and environmental policy statements.
- Advising manufacturing companies regarding the protection and preservation
of their intellectual property and trade secrets, including the preparation
of licensing agreements, joint development and cross-licensing agreements,
non-disclosure agreements and cease-and-desist letters.
- Negotiating and enforcing contracts for the sale of goods governed by
the Uniform Commercial Code.
- Negotiating and interpreting contracts for the international delivery
of goods involving INCOTERMS.
- Negotiating and documenting $32-million per year information technologies/systems
outsourcing agreement for international high-tech manufacturing company,
including on-going contract issues and, finally, documenting expiration
of outsourced work to bring back into company.
- Representation of international manufacturing companies in hazardous
materials transportation and disposal agreements, participation in PRP
settlements and evaluating and disclosing the release of hazardous materials.
- Representation of lessors/lessees in the preparation and negotiation
of manufacturing equipment leases in excess of $50-million per lease transaction.
- Representation of major commercial aircraft interior manufacturer in
acquisition of division of internationally known aircraft manufacturer.
- Advising companies regarding internet domain-name registration, policies
- Documenting and negotiating license agreements for software and other
intellectual property rights.
- General corporate representation of a major manufacturer of commercial
aircraft interiors, including preparation of all corporate documentation
such as minutes and shareholder agreements, contract review and negotiation,
formation and dissolution of affiliated companies and litigation management.
- Representation of U.S. subsidiary of major Peoples’ Republic of
China entity in the documentation of engagement/employment forms for engineers/consultants.
- Formation of corporations, limited liability companies, partnerships
and joint ventures with respect to various businesses and industries,
including, for example, manufacturing, professional services, real estate,
automobile dealerships and vehicle transportation.
- Negotiation of asset purchase agreements and buy-out agreements for
principals of closely-held businesses.
- Representation of multi-national high tech hardware and software companies
in connection with international distributor, reseller and value-added
- Representation of international manufacturing companies in preparing
and negotiating OEM, JIT, vendor/supplier managed inventory, hub agreements,
and warehousing and payment agreements (including issues relating to export
and government contractor regulations).
- Representation of publicly-traded international human resource business
process outsourcing company in creation of forms for, and negotiation
of, master service agreements, supplier service agreements and staffing
agreements, including issues relating to the European Union privacy directive
and FTC safe harbor issues.
- Representation of international hardware design company in preparation
of confidentiality, assignment of intellectual property, employment and
- Representation of franchisee in the formation of limited liability company
for the purchase of California franchise interests in nationally-based
martial arts studios.
- Negotiation and documentation of automobile dealership purchase and
- Negotiation and documentation of co-location agreements.
- Negotiation and documentation of master services agreements for ATM,
Frame Relay, IP-VPN, and Managed Bandwidth Services.
- Representation of international manufacturer of high-tech hardware devices
in the negotiation and documentation of purchase agreements with original
- Representation of aircraft interiors manufacturer in connection with
sale of assets and operations located in five states and four foreign
countries to publicly traded foreign company for in excess of $600,000,000.
- Negotiating and documenting outsourcing to Asia of customer service center for high tech hardware devices, including transfer of employees, facilities and equipment, and finally documenting expiration of outsourced work to bring back into company.