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Barnhart Law PLC represents clients from the above cities and others
in U.S. and international business law matters.
Office in Fort Lauderdale, FL, USA.   Admitted to practice law in FL, NY, TX, MN.
Languages: English, Spanish, Norwegian, Swedish, Danish.

Experience/ Clients

The following list contains representative examples of clients represented and matters handled by Constance R. Barnhart. Ms. Barnhart has over 30 years of experience handling matters such as those listed below, as an attorney and partner at large law firms. Consistent with Attorney Professional Responsibility to preserve client confidentiality, we do not state the names of clients in this list.




REPRESENTATIVE CLIENT ENGAGEMENTS HANDLED, BY PRACTICE AREA:


CONTRACT MATTERS & COMMERCIAL TRANSACTIONS:

  • Representation of a Swedish developer of patented safety technology for helmets, in connection with several technology licensing, implementation and supply agreements, distribution terms and agreements, and related matters with respect to manufacture and sale of safety helmets for snow sports, equestrian sports, hockey, and other sports and military uses, in the United States and internationally.
  • Preparation and negotiation of distribution agreements and sales representative/ reseller agreements for a Swedish distributor of multiple U.S. products.
  • Preparation of U.S. consulting and joint venture agreements and product distribution agreements for a Norwegian manufacturer of certain food and beverage products for export to the U.S.
  • Preparation of U.S. distribution agreements for a Swedish manufacturer of golf-related products.
  • Representation of an international manufacturer of heavy construction equipment in connection with numerous vendor-financed transactions for the sale and supply of heavy construction equipment to corporate purchasers and distributors in the U.S. and several countries in Latin America, including Mexico, Ecuador, Nicaragua, Argentina, and Brazil. Preparation of Distribution Agreements, Supply Agreements, joint venture agreements, security and loan agreements and other vendor financing agreements, in connection with the same.
  • Preparation and negotiation of numerous other product supply, distribution, sales representative, reseller, joint venture, cooperation, and licensing agreements for U.S., European, and Scandinavian corporate clients. See additional examples under “Representative International Business Transactions handled, by Region,” below.


MERGERS & ACQUISITIONS:

  • Representation of a British telecommunications company in the acquisition of five different U.S. companies, including stock purchase acquisitions, a reverse triangular merger acquisition, and asset purchases. Drafting and negotiation of letters of intent, acquisition agreements, executive employment agreements, and all collateral agreements and closing documents, and handling and supervision of all due diligence, due diligence reports, transaction structuring, documentation, negotiation, satisfaction of closing conditions, and closing of transactions.
  • Representation of a Swedish telecommunications company in a merger acquisition of a U.S. company, and all structuring, due diligence, documentation, negotiation, and closing of same.
  • Representation of a Scottish company engaged in the electronics, plastics and fabrics industries in a merger acquisition of a U.S. public company, and all structuring, drafting and negotiation of letter of intent and acquisition agreement, due diligence, handling of required Hart Scott Rodino Antitrust filing, participation in review and finalization of SEC disclosure documents required in connection with transaction, and other documentation, satisfaction of closing conditions, including obtaining multiple third party consents, and other conditions, and closing of transaction.
  • Numerous other mergers & acquisitions transactions for U.S. and international corporate clients. See additional examples listed under “Representative International Business Transactions handled, by Region,” below.


CORPORATE, SECURITIES, & VENTURE CAPITAL MATTERS:

  • Representation of a Norwegian-owned U.S. company with international operations in the electronic signage business, as to U.S. law advice in connection with structuring of a corporate reorganization, establishment of a foreign holding company, and proposed initial public offering of securities on the Oslo Stock Exchange.
  • Representation of four U.S. companies and their British principal shareholders, involved in residential real estate development and brokerage, property management, and international “virtual hotel” services, in connection with a proposed reorganization of the companies, establishment of a UK holding company, and a proposed initial public offering of securities on the AIM Market of the London Stock Exchange.
  • Representation of a Texas oil & gas exploration company and its principals in connection with exploration of a potential public company tender offer/ acquisition.
  • Representation of a Brazilian client in connection with a proposed venture capital investment in a U.S. company in the restaurant industry.
  • Representation of a U.S. investment banking firm in connection with fairness opinions delivered with respect to an international corporate reorganization of a Norway based public company with operating subsidiaries in Norway and the U.S.
  • Representation of a Norwegian venture capital and private equity firm in connection with establishment of operations in the U.S. and in portfolio investments in U.S. companies. Representation of a portfolio company of such client, in the computer software industry, in connection with all corporate and contract matters, establishment and amendment of employee stock option plan and agreements, and a proposed Regulation S offshore offering of securities.
  • Advice to affiliates of a national utility company of a Central American country in connection with proposed venture capital and commercial real estate investments in Miami, including review and advice regarding structuring, documentation of LLC Operating Agreements, loan agreements, promissory notes, security agreements, and related matters.
  • Representation of a British manufacturer of fire-retardant industrial clothing in connection with the incorporation of a U.S. subsidiary and establishment of operations in the U.S.
  • Establish the start-up of U.S. business and operations for several different Scandinavian, European, Latin American and U.S. companies, including advice on structuring, incorporation of U.S. subsidiaries in Florida, Delaware and New York, and all contracts and related matters associated with start-up of operations.
  • Formation of Delaware and Florida limited liability companies for several U.S. clients.
  • Formation of a Delaware limited liability company as a joint venture vehicle for a Swedish corporate client with joint venture partners in Ecuador, for joint operations in Latin America, involving no U.S. trade or business.
  • Numerous other corporate, securities and venture capital matters. See additional examples listed under “Representative International Business Transactions handled, by Region,” below.


OTHER FINANCIAL TRANSACTIONS:

  • Representation of a large national bank in three separate commercial lending transactions involving secured term loans and secured and syndicated revolving credit facilities extended to U.S. corporate clients of the bank in Florida. Handled all drafting and negotiation of substantial credit facility agreements, syndication agreements, security agreements, guarantees, UCC-1 financing statements, opinions, and related documents, advice regarding satisfaction of conditions to closing, such as third party consents, regulatory approvals, and re-financing and release of prior debt and liens of borrower, and closing of transactions.
  • Representation of a Swedish telecommunications services company acting as Operator of Latin American national telecommunications companies pursuant to Operating and Administration Agreements awarded by in privatization transactions conducted by the governments of such countries, in connection with the negotiation, documentation and multiple amendments of loan agreements, security agreements, and related documents between such Operator and the credit affiliate of a major Swedish telecommunications equipment provider, for the project financing and supply financing of such projects.
  • Represented a U.S. national bank as agent for a syndicate of lenders in a $120 Million Senior Secured Revolving Credit Facility for a U.S. public company in the aerospace and aircraft parts industry.
  • Represented a major U.S. bank, offshore branch, in a U.S. $380 Million cross-border financing package for a large U.S. corporation following a management buyout of such corporation.
  • See additional examples of financial transactions handled, listed below under “Representative International Business Transactions handled, by Region.”


REPRESENTATIVE CLIENT ENGAGEMENTS HANDLED, BY INDUSTRY FOCUS AREA:

RENEWABLE & ALTERNATIVE ENERGY TRANSACTIONS:

  • Representation of a European manufacturer of primary components for solar thermal energy projects in connection with negotiation of a significant supply agreement with a U.S. utility for a major solar thermal energy project in the U.S.
  • Representation of a Spanish conglomerate engaged in photovoltaic (PV) solar energy development, in connection with corporate matters in the U.S.
  • Representation, as lead counsel, of a Danish investment foundation acting as project arranger and equity issuer, as well as a Danish financial institution acting as lender, in the structuring, documentation, and closing of two wind energy project finance transactions, involving the development on a turn key basis of wind energy projects in Alameda County, California, with California based developers, Danish wind turbine manufacturers, a Scandinavian insurer and turbine servicing company, and power purchase agreements with PG&E.
  • Representation, as lead counsel, of the Danish project arranger and issuer and Danish financial institutions, acting as project financers, in the structuring, documentation, and closing of two additional wind energy project finance transactions, involving the development on a turn key basis of wind energy projects in Alameda County, California, with a U.S. based developer, Danish wind turbine manufacturer, Norwegian insurer, joint U.S./ Danish turbine servicing provider, and power purchase agreements with PG&E.
  • Assisted Danish project arranger and financers in connection with five wind energy projects developed in California, with U.S. based developers and engineers, Danish-manufactured wind turbines, and power purchase agreements with SoCal Edison.
  • Representation of Scandinavian wind energy developer in connection with U.S. corporate and securities matters.
  • Representation of Scandinavian wind turbine manufacturer in U.S. contract and international trade issues and corporate matters.

TECHNOLOGY, TELECOM, COMPUTER SOFTWARE & INTERNET:

  • Representation of a Danish company and its U.S. subsidiary engaged in mobile text messaging (SMS and MMS) services, including gateway services respecting various SMS and MMS applications, as well as acting as an approved service provider of the Mobile Giving Foundation (MGF) for mobile charitable fundraising by not for profit organizations. Handling of all contract, corporate, and internet domain name matters for client.
  • Representation of a Swedish developer of patented safety technology for helmets, in connection with several technology licensing, implementation and supply agreements, distribution terms and agreements, and related matters with respect to manufacture and sale of safety helmets for snow sports, equestrian sports, hockey, and other sports and military uses, in the United States and internationally.
  • Preparation of several “click wrap” license agreements for a Swedish-owned U.S. data security software company, for use with end user sales of software, provision of demonstration copies, and channel sales of software through resellers. Preparation and negotiation of several major enterprise software license agreements, as well as reseller agreements, joint development agreements, forms of end user license agreements and other licensing and computer software-related agreements for client.
  • Representation of a U.S. internet website developer and publisher in connection with preparation of website Terms of Use, Privacy Policies, Editorial Policies, Codes of Conduct, Expert Agreements, and other website documents, as well as other internet law, trademark, and IP matters
  • Representation of a Scandinavian technology company in connection with the acquisition of a domain name from a U.S. registrant, and transfer of same to another Registrar on behalf of purchaser.
  • Representation of a media company in resolving a domain name dispute matter with reference to ICANN rules and dispute resolution procedures; documentation of settlement and domain name transfer to client.
  • Representation of a Norwegian internet technology service provider in connection with corporate and licensing matters.
  • Representation of a U.S. internet service provider in connection with contracts and resolution of contract dispute matters.
  • Representation of a U.S. website development company in connection with the preparation of website Terms of Use, licensing agreements, privacy policies, disclaimers, and related e-commerce matters.
  • All corporate, securities, contracting and licensing work for a U.S. software developer of networking software products.
  • Drafting of reseller agreements and end-user license agreements, as well as a joint venture development agreement, for a Norwegian owned U.S. company engaged in the development and international licensing of data security software and hardware products.
  • Representation of a Swedish telecommunications service provider in connection with contracts and numerous commercial matters, including successful bidding in three Latin American telecommunications privatizations transactions, handling of contracts and financial transactions in connection with client’s contracting to act as Operator of mobile telecommunications services in Ecuador, Nicaragua and Honduras, as well as several other joint venture agreements with parties in Argentina, Colombia, Ecuador, and other countries, and a divestiture of certain operations to a Mexican company purchaser.

OTHER INDUSTRIES:

See above (under Representative Client Engagements Handled, by Practice Area) and below (under Representative International Business Transactions Handled, by Region) for examples of transactions and matters handled for clients in several other industries, including:

  • Product manufacturing and distribution & Import/ Export
  • Financial services & other service industries
  • Electronics
  • Industrial chemicals and heavy construction machinery
  • Offshore oil services & Shipping; among others

REPRESENTATIVE INTERNATIONAL BUSINESS TRANSACTIONS HANDLED, BY REGION:


ENGAGEMENTS FOR SCANDINAVIAN CLIENTS & MATTERS:

  • Representation of a Swedish developer of patented safety technology for helmets, in connection with several technology licensing, implementation and supply agreements, distribution terms and agreements, and related matters with respect to manufacture and sale of safety helmets for snow sports, equestrian sports, hockey, and other sports and military uses, in the United States and internationally.
  • Representation of a Swedish public company in connection with a stock purchase acquisition of an international group of companies including a U.S. subsidiary in the marine engineering industry, and related post-closing representation.
  • Representation of a major Scandinavian telecommunications company, in connection with its acquisition (in consortium with a Honduras company) of a controlling interest in the national telecommunications company of a Central American country in a privatization transaction.
  • Acted as outside General Counsel to a U.S. corporation with Swedish technology and several thousand Swedish shareholders, engaged in the computer software data security industry. Handled all corporate, securities, financial, contract and other matters, including multiple software license and distribution agreements and other contracts, Regulation S offshore securities offerings, acquisitions, preparation and implementation of stock option plan, attendance and advice at Board meetings, and all general corporate matters. Also, oversaw labor and employment matters, export control licensing matters, litigation matters, and all other legal matters for the client.
  • Acted as outside General Counsel for a U.S. company with multiple Norwegian investors and shareholders, engaged in computer software and internet business. Handling of all corporate and securities matters, including Regulation S offshore securities offerings, structuring and implementation of a corporate recapitalization plan, stock option plan, multiple licensing agreements and other contracts, attendance and advice at Board meetings, and all other legal matters.
  • Representation of a major Scandinavian telecommunications company in an international secured financing by a European Bank with perfection of security interests in U.S. collateral.
  • Representation of a Norwegian owned U.S. company, engaged in the security technology industry for computer software in the preparation, negotiation and closing under multiple software licensing agreements, distribution agreements, and related support agreements.
  • Representation of two different Scandinavian Banks in connection with asset-based finance transactions and other matters.
  • Representation of Norwegian and Swedish companies in several industries, including computer software, electronics, telecommunications, e-commerce, venture capital and financial services, beverages, and automotive products, in establishment of U.S. operations, including incorporation of U.S. subsidiaries and all corporate, business, contract, and securities and finance representation connected with start-up of operations in the U.S., as well as overseeing and coordination of advice on structuring of international operations.
  • Representation of a Norwegian conglomerate engaged in the off-shore oil services, shipping and sea farming industries, in cross-border transactions including an acquisition of a controlling interest in a U.S. company engaged in the off-shore oil services industry in Texas, Louisiana, California, Alaska and Brazil; a buyout; a settlement of an arbitration proceeding; acquisitions; and a divestiture.
  • Representation of a Danish investment foundation sponsored by the Danish government as lead project counsel in nine extensive project finance transactions involving wind energy projects, and post-closing representation of the U.S. project limited partnerships formed in these transactions. See further description of these matters under “Renewable and Alternative Energy Transactions,” above.
  • Represented an American acquirer in a proposed acquisition of a group of European companies in The Netherlands, Germany, Norway, Sweden, Denmark, the U.K., and France, from their Swedish parent corporation, engaged in the publishing industry.
  • Represented a Norwegian shipping company in three cross-border joint ventures, respectively with Mexican, Guatemalan and Ecuadorian joint venture partners, establishing joint shipping lines between ports in Latin America and the U.S.. In each case the joint venture corporation was established and the ships registered under the laws of Panama.
  • Acted for an Italian corporate client in a proposed acquisition of a Norwegian subsidiary from its U.S. parent corporation.
  • Representation of a Swedish telecommunications company engaged in business throughout Europe as a re-seller of international telecommunications services in a proposed merger acquisition of a U.S. telecommunications company based in Florida.
  • Representation of other U.S., European and Scandinavian corporate clients in transactions including several international joint ventures, mergers & acquisitions, and distributorship or sales representative agreements in Scandinavia or with Scandinavian parties.

ENGAGEMENTS FOR EUROPEAN, U.K. AND U.S. CLIENTS & MATTERS:

  • Representation of the U.S. subsidiary of a U.K. based telecommunications and fiber optic cable company, in five different acquisition transactions acquiring U.S. companies, including stock purchase, asset purchase, and merger-acquisition transactions, as well as two divestitures of subsidiaries by stock sale transactions.
  • Representation of the U.S. subsidiary of a U.K. based telecommunications and fiber optic cable company in various contract matters and other general corporate matters.
  • Representation of a Scottish conglomerate engaged in the electronics, plastics and fabrics industries in a merger acquisition of a U.S. public company.
  • Represented the French and U.S. affiliates of a French conglomerate engaged in the chemicals and industrial gasses industries in stock purchase acquisitions of companies in the U.S. and Argentina.
  • Represented an international conglomerate based in The Netherlands, engaged in the heavy construction and barge industries in various corporate matters, including formation, capitalization, and service as a corporate officer of, its U.S. subsidiary, and handling of joint ventures with U.S. parties for heavy construction projects.
  • Represented a large German company engaged in the manufacture and distribution of engineered products including seals, elastomeric and plastic molded products, and automotive, electric and electronic machinery and equipment, in the formation of, and capital contributions of assets in seven different states to, a joint venture partnership with a large Japanese company to operate in the U.S.
  • Representation of a French pharmaceuticals company and its U.S. subsidiary in various matters concerning its U.S. joint venture with a major American pharmaceuticals company for research, development and marketing and distribution of pharmaceutical products in the U.S. market.
  • Representation of an American Fortune 500 company and its French parent corporation, U.S. subsidiaries, and affiliates, engaged in the industrial gasses industry in many complex matters, including a large corporate reorganization and divestiture of assets and business as a going concern in five different states; two complex joint ventures with another Fortune 500 U.S. company with respect to the construction, ownership and operation of industrial gas plants; sales of accounts receivable financings in the “CAFCO” format devised by Citibank; other accounts receivable sale financings; substantial bank loan financings with a number of different large U.S. and foreign banks; private placements of securities through limited partnership vehicles as well as work on preparation of an S-1 Registration Statement for a proposed public offering of securities; and stock and asset purchase acquisitions and buyouts.
  • Represented a U.S. corporate client in a joint venture with another U.S. company for the development, marketing and distribution of various computer software products.
  • Representation of a New York real property investment and management company and its principals and affiliates in a freeze-out merger, corporate restructuring, proposed acquisition, and other corporate matters.
  • Representation of a U.S. Fortune 500 company in a substantial re-capitalization and refinancing plan, including the refinancing and restructuring of ownership and operating interests in an oil and gas pipeline.
  • Representation of a U.S. oil exploration and drilling company in a massive re-capitalization and refinancing plan including an exchange offer.
  • Representation of other U.S. and foreign corporate clients and limited partnerships in transactions including, among others, several private placements of securities; mergers and acquisitions; joint ventures and strategic alliances; venture capital investments; distributorships, sales representative and sourcing and supply agreements; and transfers and licensing of patents, computer software, technology and other intellectual property.

ENGAGEMENTS FOR SPANISH & LATIN AMERICAN CLIENTS & MATTERS:

  • Representation of a Spanish conglomerate engaged in photovoltaic (PV) solar energy development, in connection with corporate matters in the U.S.
  • Representation of a Spanish company manufacturing key components for solar thermal energy projects, in the negotiation, documentation, and closing of a supply agreement with a major U.S. utility in connection with the development of a solar thermal energy project in the U.S., said to be one of the largest such developments in the world
  • Representation of a Swedish mobile telecommunications company, working with local Latin American counsel, in several privatization transactions in Latin America, including bidding transactions, successful acquisitions and divestitures of ownership interests, negotiation and closing of Operator Agreements, financing agreements, and related matters for previously state-run privatized national telecommunications companies in Ecuador, Colombia, Bolivia, Honduras, Nicaragua, and other countries of Latin America. All principal transaction documents reviewed and negotiated in the Spanish language.
  • Representation of an affiliated company of a National Utility Company of a Central American country, in connection with proposed investment transactions in Florida
  • Acted as outside general counsel for the Latin American division of a major Japanese and American manufacturing company, handling multiple transactions throughout Latin America, including distributorship agreements, joint ventures, vendor financed and secured sales of heavy equipment and other products, secured transactions, consignment agreements, purchase and sale agreements, licensing, corporate and venture formation, and other commercial and contractual matters in Mexico, Argentina, Brazil, Ecuador, Perú, Chile, Bolivia, El Salvador, Haiti, and the Dominican Republic.
  • Representation of a U.S. public company engaged in the electronic security industry, in connection with vendor-financing agreements in Mexico as well as in a transaction in Chile.
  • Represented a European auto and bus manufacturer in the establishment of manufacturing operations in Brazil, and all negotiation and documentation to establish a sourcing, supply and distribution network to export from Brazil and sell within Latin America and the U.S. buses and heavy transportaion equipment manufactured in Brazil as well as semi-finished parts thereof for assembly in the U.S.
  • Representation of a Norwegian company in the acquisition of a controlling interest in a U.S. company with a subsidiary operating in Brazil. This included working with Brazilian counsel to resolve issues relating to repatriation of profits from Brazil, dividends to the U.S. company shareholder, and shareholder loans from the U.S. company to the Brazilian subsidiary, and working with tax counsel to resolve issues of transfer pricing.
  • Representation of a French chemicals company and its U.S. subsidiary in an acquisition of a controlling interest in the stock of an Argentine company based in Buenos Aires, Argentina.
  • Representation of a Norwegian shipping company in three joint ventures respectively with a Mexican conglomerate based in Monterrey, Mexico; a corporation based in Ecuador; and a group in Guatemala.
  • Represented a high-net worth U.S. family in a stock sale divestiture of a Mexican corporation owning an island off the Mexican coast, to a group of Mexican citizens in Monterrey, Mexico, including collaboration with Mexican counsel in the preparation of an unofficial translation of an approximately 30 page stock purchase agreement from English into legal Spanish, in order to enable the closing to go forward.
  • Acted for a Texas corporation in a joint venture including a registered transfer of technology agreement with a Mexican corporation based in Mexico City.
  • Represented a Spanish company based in Bilbao, Spain, engaged in the manufacture and sale of chain saws and related equipment in connection with its acquisition of a controlling interest in a U.S. company based in Houston, Texas.
  • Representation of other U.S., European, Scandinavian and Latin American corporate clients in transactions including several joint ventures, international distribution or sales representative agreements, consignment agreements, sourcing and supply agreements, and vendor financing arrangements for secured sale or leasing of heavy equipment and consumer products in several different countries in South and Central America, Mexico and the Caribbean.
  • Representation of a Spanish company engaged in the solar energy industry in connection with solar energy projects in the U.S.