||Herzfeld & Rubin, P.C.
125 Broad Street, New York, NY, 10004
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For more than 25 years, Eric Rose has concentrated his
practice in the global aspects of business development,
specifically including mergers, acquisitions, privatizations,
technology transfers, antitrust counseling, and domestic and
international commercial transactions. Mr. Rose has served in
several senior in-house counsel positions at leading companies
such as American Standard, Tyco Toys, and John Deere. Since
2003, he has been in private practice, representing mid-tier
domestic and international equipment manufacturers in the
defense, natural resources, and service industries. Mr. Rose has
led M&A and other complex transactions in the U.S. and more than
two dozen countries on five continents. These representations
have included the organization and strategic direction of
manufacturing and/or distribution subsidiaries.
Areas of Concentration:
- Mergers, acquisitions and privatizations
- Corporate restructurings, including tax reorganizations
and technology transfers
- International antitrust, ITAR, FCPA, OECD and
Sarbanes-Oxley Act compliance
- Domestic and international commercial transactions
- Commercial and consumer litigation
Global Mergers, Acquisitions and Privatizations
- Led tender offers in the United States, France, Thailand
and Germany, including securities filings
- Negotiated and drafted documentation for share
acquisition/sale transactions, including the
formation/dissolution of joint ventures, in the United
States, Canada, Mexico, Chile, Peru, Brazil, Ireland,
Sweden, France, Belgium, United Kingdom, Netherlands,
Germany, Italy, Spain, Russia, Bulgaria, Greece, Turkey,
Israel, Egypt, India, Thailand, Singapore, Indonesia,
Philippines, Australia, China, Japan.
- Negotiated and drafted assets and related liabilities
purchase/sale agreements in several countries, including
those listed above, as well as in Columbia, Venezuela,
Argentina, Dominican Republic, Costa Rica, Portugal,
Romania, South Africa, Pakistan, Vietnam, and Malaysia.
- Represented American Standard, Trane and WABCO
Automotive in privatizations in, among other, Bulgaria and
Poland, as well as in partnerships with state and local
governments in a number of countries, including the United
States, Thailand, Vietnam, etc.
Corporate restructurings, including tax reorganizations
and technology transfers
- Restructured the operations of Perry Equipment
Corporation which resulted in a two-fold increase in sales,
twenty-fold increase in EBITDA and eventually, counseled the
company in its merger with CLARCOR Inc. (NYSE: CLC) at a
five-fold increase in valuation over the three-year period
of the assignment
- Counseled an international gas equipment manufacturer in
improving its operations, which resulted in a two-fold
increase in inventory turns and an equivalent reduction in
- Negotiated and drafted for several clients bank and
private equity multi-currency, multi-option credit
agreements with a number of leading banks (e.g. Chemical
Bank, JPMorganChase, etc.), which resulted in substantial
savings in the borrowing rate, increased flexibility in the
use of the facilities, and enhanced opportunities for global
- Negotiated and drafted complex financing facilities in
several countries, including public and private offerings,
acquisition/resale of Brady bonds, debt-to-equity and
sale/leaseback financing, which have yielded material
enhancements of the credit worthiness of the clients.
- Reorganized the domestic and international tax structure
of several clients, which resulted in very substantial
lowering of the respective client’s global effective tax
- Led Six Sigma and Demand Flow Technology teams which
found enduring and consistent solutions which reduced costs
by over $2 million/year.
- Changed investments ownership structure, which yielded
$2.3 million in tax-free earnings.
- Reorganized client investment in South Africa which
yielded a $935,000 tax-free dividend to the U.S. parent
without any negative effect on operations.
- Negotiated and drafted multiple technology transfer
agreements, which expanded clients’ revenue stream, as well
as opened new opportunities for sales of its products.
- Negotiated and implemented the building of the first
post-1989 privately commissioned gas pipeline in a Balkan
country, which resulted in cost efficiencies of over $5
International antitrust, ITAR, FCPA, OECD and
Sarbanes-Oxley Act compliance
- Developed compliance procedures on international
antitrust, export controls, ITAR, anti-boycott rules, WTO,
NAFTA, foreign procurement practices and trade barriers.
- Designed and implemented contract management, corporate
governance procedures and FCPA compliance programs,
including seminars to senior management as well as operating
- Drafted, and counseled the implementation of global HR
manuals and compliance functions for several clients, in the
U.S. and internationally.
Domestic and international commercial transactions
- Negotiated numerous commercial purchasing and sales
transactions, in more than forty countries.
- Designed and implemented complex sales and purchasing
policies, including drafting the related documentation (e.g.
Purchase Orders, Acknowledgement Receipts, Warranty Terms,
etc.), including web-based solutions.
- Developed American Standard’s strategy of entering
Myanmar in the 1990s. Advised several companies on their
Myanmar trade compliance. Designed and implemented reporting
requirements policies. Contract drafting and negotiation for
sale of products and services in Myanmar. Advised clients on
U.S., E.U and Australian sanctions compliance. Assisted
clients in securing OFAC licenses in record time.
Commercial and consumer litigation
- Led client's domestic and/or international litigation
- Developed and implemented complex ADR programs, and
participated in mediations, arbitrations, etc.
- Litigated product liability cases in over thirty
domestic jurisdictions, and five international
- Litigated multiple commercial disputes with suppliers,
customers, governments, etc.
- Drafted and argued appellate briefs, and prepared brief
and supported counsel in the appeal of a case before the
U.S. Supreme Court
Professional & Community Involvement:
Past President, Iowa Society of Int'l Law and Affairs
Past Chair, American Bar Association International TIPS
Past Program Chair, ABA TIPS and Business Law Sections
Awards & Recognition:
Listed, Legal 500 US, 2009 edition
Articles, Publications & Lectures:
- Co-author, "The Granting and Suspension of
Most-Favored-Nation Status to Non-market Economy States:
Policy and Consequences," 25 Harv. Int'l L.J. 329 (1984)
- Co-author, "The Japanese Industrial Policy Complex: An
Appropriate Legal Model for the United States?" 11Brooklyn
Int'l L.J. 239 (1985)
- Co-author, "Third World Agricultural Development: A
Proposal," 19 N.Y.U. Int'l L. & Pol. 63 (1986)
- Author, "International Contractual Developments in
Product Liability," 371 PLI/Lit 175 (1989)
- Speaker and moderator for several programs of the ABA,
PLI Institute, and others
- Organizer of the ABA Global Product Liability Conference
in Paris, France (1990)
J.D., University of Iowa College of Law, 1985
Editorial Board, Iowa Law Review
Editorial Board, ASILS International Law Journal
M.A., Political Science, University of Iowa, 1985
B.B.A., Economics, University of Iowa, 1982
Admitted to Practice:
Supreme Court of the United States