Frequently Asked Questions (FAQ)


I have provided advice to  three generations of German, Swiss and Austrian businessmen and women. Rather than create of the answer each time, I have written a series of articles that deal with almost all these questions. Links to the articles are planned.

  1. Legal Environment for Foreign Direct Investment in the United States, Georgetown University Press (1981), editor with Nancy Caywood.
  2. Punitive Damages: How Juries Decide, German American Trade (2004). A summary of a book of the same title, with practical advice.
  3. Shoe is on the Other Foot When Management Buys, Reps and Warranties In An MBO, with Arthur H. Rosenbloom, Executive Counsel (Fall 2004). Discussion of what representations a distant seller should make when it sells a company to its management and what representations the management should make to seller.
  4. Contract Schedules – The Stepchildren of Transactional Drafting, with Arthur H. Rosenbloom, Andrews Mergers & Acquisitions, Volume 14, Issue 8 (2004). Description of the difficulties of collecting information to be disclosed on contract schedules and the dangers of schedules.
  5. A Foreign Manager’s Introduction to Discrimination: What One May Not Say and Should Not Think, German American Trade, Vol. 15, No. 7 (2004). A list of topics which can get German managers into trouble with their US employees.
  6. How to Make Your M&A Fees Predictable, Executive Counsel (January, February 2005). An explanation of how legal fees are generated and suggestions how they can be controlled.
  7. Vertragsanlagen – die Stiefkinder der VertragsentwürfeM&A Review,  University of St. Gallen (April 2005) German version of 2.
  8. Common Errors , German-American Trade (2006). A list of mistakes German management often makes with US subsidiaries.
  9. US Legal and Business Systems’ Cautionary Tales, German American Trade, Vol. 17, No. 7 (2006). A list of common misunderstandings held by Germans doing business in the United States.
  10. Cat and Mouse at the Deal Table, Letters of Intent in Small and Mid-Sized Transations, with Arthur H. Rosenbloom, Executive Counsel (September/October 2006). An analysis of when letters of intent may be unexpectedly legally binding.
  11. Letters of Intent – Funktion und Durchsetzbarkeit- M&A Review, University of St. Gallen, Inge Voss, Chief Editor  (Feb 2006)
  12. Die Feststellung der organschaftlichen Vertretungsverhaeltnisse in den USA, Mergers and Acquisitions Review (2007). An explanation of how a corporation proves that the person signing for it is authorized to do so and why this is so complicated.
  13. US Credit Crisis, Fachdienst mergers & acquisitions (April 2008). A summary of views on the growing US credit crisis, including views of Nouriel Roubini.
  14. Gruendung und Fuehrung einer US Tochter Corporation, Fachdienst mergers & acquisitions (2008). A complete overview of most of the questions and misunderstandings of German businessmen and lawyers regarding US subsidiaries, including the risks of non-compliance.
  15. Rights of First Refusal, The Practical Lawyer (2009). A discussion of how a right of first refusal affects the price of the object and suggested contractual provisions to reduce this effect.
  16. Proving Corporate Authority in America, German-American Trade Vol. 15, no. 5.
  17. “Common values” but not when it comes to data collection – differences in U.S. and German views on privacy, Liber Amicorum Dolf Weber (2016). A comparison of US and German views, traditions and laws on privacy and their effect on business.