These areas are relevant prior to and following the incorporation of an American subsidiary. The term ‘corporate governance’ refers to the control and management of the U.S. subsidiary by the European parent company.

The firm’s advisory services apply to both situations and specifically cover the following areas:

• Choice of legal form (Inc/LLC etc.)
• Determination of the state of incorporation
• Registration in other states (qualifications)
• Appointment of board members
• Selection, title, and nomination of corporate officers
• Avoidance of direct liability
• Questions of capitalization
• Number, type, and issue of shares
• Partnership agreements
• Performance of the secretary function

In the U.S., the corporate secretary is the equivalent to the commercial register in Europe. It forms an important bridge between the European parent company and its U.S. subsidiary, thereby ensuring that no potential liability reaches European shores. A commercial lawyer who also knows the European side is therefore particularly suited for this position.

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