Steel Hector & Davis LLP. (Focus on Special Advertising Feature).

Deploying a unique combination of knowledge, experience and resources, and drawing on a full mastery of the intricacies of international business, Steel Hector & Davis LLP is well-prepared to assist today's global enterprises in expanding their operations across borders, particularly in Latin America.

Steel Hector, built on a Miami base that extends around the globe to fully integrated local offices, has seen demand for its services grow exponentially as opportunities for globalization expand -- at the same time that the business climate grows more unpredictable.

While international business has always had its complications, it is particularly fraught with legal, political, economic and financial uncertainties in the post 9-11 era.

New banking laws aimed at combating terrorism in the United States, as well as complex taxation regimes, labor regulations and environmental concerns that vary from one country to another, can trip up even multinationals with decades of experience in the region. Now more than ever, it is important to have full and in-depth comprehension of every angle that characterizes a deal.

"Inbound to Latin America, the primary challenge is to make sure you understand the full environment into which you're going," says Joseph P. Klock, Jr., chairman and managing partner. "For foreign clients entering the United States, it's important to comprehend government regulations that control things like employment conditions or banking."

With Steel Hector's help, confusion becomes clarity, and lack of information becomes full understanding. "We are able to function as translating agents for our clients," Klock says. "We have an understanding of the arena they operate in, and we are able to sensitize them to the issues they need to be looking at."

One example: The so-called "Patriot Act," signed into law a few weeks after the September 11 disaster, and new bank secrecy regulations are having a dramatic impact on international banks with offices in the United States, says partner Raul J. Valdes-Fauli, who leads Steel Hector's banking practice.

The laws are intended to curtail laundering of money by possible terrorists, but their effects are far-reaching. "For instance, a bank in Panama with an office in Miami can have its U.S. assets seized by the U.S. government if it is found that an account holder is suspected of laundering money -- even if the money in the United States is not traceable to that account holder," says Sonia de Cruz, partner in the firm's banking group.

In addition to a leadership role in the banking area, Steel Hector also excels in privatization, project finance, mergers and acquisitions, governmental entities and transactional law.

"Our lawyers are fully familiar with the laws, languages and customs of Latin America and the world, so that we can endeavor through one law firm to provide all the services and expertise that are required," Klock says. "We are the only Miami-based law firm with a real, established network in the region. Increasingly, we are recognized within Latin America as an inter-American law firm."

With over 200 attorneys worldwide, Steel Hector's Latin American offices include Caracas, Sao Paulo, Rio de Janeiro and Santo Domingo. The firm's international expertise is bolstered by attorneys who are bilingual or trilingual, many of them dual practitioners licensed to practice law in both the United States and a Latin American country. Two-thirds of the non-U.S. lawyers, all top graduates, have master's or law degrees from leading universities in the United States, in addition to their home countries, meaning they are fully equipped to handle transactions whether they occur Stateside or in Latin America.

"Our strengths in the United States, combined with our understanding of local laws and practices, allow us to provide seamless services to our clients, so they don't have to engage different U.S. and local counsel," says Alejandro Pena Prieto, a partner with Steel Hector's office in the Dominican Republic.

The law firm provides a full range of services, including contract negotiations, corporate structuring, examination of labor laws and tax concerns, as well as litigation in both the international arena and the United States.

Here's a look at several practice areas:

Steel Hector has a long-standing history in the representation of domestic and foreign banking institutions, such as Barclay's Bank, Citibank, Colonial Bank, International Bank of Miami, Banco Venezolano de Credito, Banco de la Nacion Argentina, Banco Pastor, Caja de Ahorros de Valencia, Castellon y Alicante, and Banque Nationale de Paris.

The Banking Group focuses its resources on servicing Florida chartered banks, national banks and foreign bank holding companies, Edge Act corporations, international bank agencies and representative offices of foreign banks in the United States. It also provides services to foreign banking institutions that do not have a presence in the United States, offshore banks and offshore trust companies.

For example; Steel Hector assists with the formation, licensing and acquisition of banks, resolving regulatory matters, counseling in the negotiation, drafting and closing of lending and financial transactions, securities, trusts and estates, and assisting clients with complying with legal requirements governing labor and employment.

Always a complex practice area, banking has become even more so with, the advent of the Bank Secrecy Act and other anti-money laundering regulations such as the Patriot Act. The U.S. government is emphasizing antimoney laundering efforts as a means of depriving terrorists of financing.

"The Patriot Act may very well be the most significant anti-money laundering legislation to affect financial institutions in more than 30 years," says Valdes-Fauli. To keep its clients abreast of the changes, which are being phased in over a period of time, Steel Hector launched a newsletter, chronological chart describing the key provisions and effective dates, and a compliance checklist. "The bottom line for banks is that you have to know your customer," Valdes-Fauli concludes.

Steel Hector has blazed a path in helping large-scale infrastructure projects involving the public and private sector come to fruition around the world, including Latin America. It has represented project bidders, lenders, developers, consortium partners, borrowers and equity investors in power, gas, utility, aircraft, mining, aluminum and telecom projects. The geographical reach stretches to dozens of countries around the globe, from Argentina and Australia to Venezuela and the United Kingdom.

Steel Hector has been involved in two of Latin America's three liquid natural gas (LNG) import terminals integrated with energy generating facilities, one in Honduras and one in the Dominican Republic. Other examples include a water desalination plant in Trinidad and the Bauxilium-Pechinet aluminum consortium in Venezuela.

Interacting with a government agency requires expert knowledge of the laws and regulations, as well as familiarity with local customs, filing requirements and payment obligations. Steel Hector has both represented clients in dealing with a government regulator and the government itself in complex business transactions like privatization. The firm also played a key role in rewriting Venezuela's telecommunications laws, which opened the market to competition.

"One of the main issues everywhere is taxes," says Carlos Stroeter, senior partner in Steel Hector's Sao Paulo office. "Brazil, for example, has an extremely complex tax system of more than 50 different taxes. It's important that newcomers understand the whole picture in order to avoid surprises."

But newcomers are not the only ones who can be surprised. Stroeter tells the story of a foreign investor who increased his 49% stake in a long-time venture. After the deal closed, the government levied a $2 million tax assessment on the acquisition. "He thought he knew everything because he was already a shareholder, but this case illustrates that hidden liabilities are abundant."

Another issue is immigration. It may take several months for a new company manager to receive a visa, for example, leaving your subsidiary with no one at the helm in the meantime. Or a company may be required to deposit money in a local bank to show that it is serious about opening a local unit before it can apply for a visa for its manager. Only a qualified law firm can advise of all the intricacies of a country's immigration procedures.

Many foreign investors enter the international markets by acquiring part or all of a local company, but mergers or acquisitions can have pitfalls. Before any transaction, it's important to fully understand tax liabilities, environmental concerns, labor and employment regulations, and how lawsuits are handled in the country.

No one would enter such a transaction without doing due diligence, but a law firm like Steel Hector can add a broad dimension to the process, bringing in experts from a wide range of specializations. This increases efficiency and reduces duplicated costs.

Having handled dozens of privatizations, Steel Hector excels in the due diligence needed to apprise the client of the full picture. For example, if a privatization is not being handled through a competitive bid process, the invited bidder may be thrilled to participate. But such a procedure may carry risks. A contract may become unenforceable, or the assumptions upon which the business model is based may not be accurate, rendering faulty the bidder's revenue expectations.

"You want to be sure that the economic and legal assumptions on which you're basing your offer are going to be fulfilled," says Michael Royster, a partner in Steel Hector's Sao Paulo and Rio de Janeiro offices.

Sometimes, government corruption is a factor. A competitor in the bidding process may be favored for non-legal reasons, or a serious environmental problem is not disclosed.

Conclusion

Steel Hector is uniquely positioned to help clients cope with today's challenges, as well as tomorrow's.

"The fact is that even though there is a sense that the United States is moving out of recession, American companies have not lost their appetite for investing in Latin America," Klock concludes. "NAFTA is going to expand, not contract, and other free trade agreements will bring about new opportunities. We've been at this kind of work for 17 years, and it takes a while to consolidate the skills that are required and to create a legal team. Steel Hector has already learned all that is needed."

Meantime, Miami and surrounding South Florida will continue to be a key hub for international business, Klock says. "More and more investment banks are going to locate here, and sophisticated Latin American business people know they do not need to travel to New York because that's where the money is. Increasingly, the money will be in Miami, and Miami is where they are going to do their business."