On Friday, May 1, Vinita Mehra and Cody Myers presented at Indo-American Chamber of Commerce’s Key Legal + Business Issues: Navigating Complexities in Doing Business in the U.S. webinar. The webinar covered a variety of topics including: drivers + trends of Indian outbound investments to the U.S., EDO incentive programming, negotiating contracts, protecting intellectual property, and impact of COVID-19 on Indo-U.S. businesses.

2. President, IACC, NIC
Dr. Lalit Bhasin

3. Chairman + Managing Director, Quatrro
Raman Roy

4. Minister Counselor for Commercial Affairs,
U.S. Embassy
Aileen Nandi

5. Director, Leader Global Business Practice,
Kegler Brown Hill + Ritter
Vinita Mehra

6. Presented by
Vinita Mehra, Esq.
May 1, 2020
LEGAL OVERVIEW
Doing Business in the USA

7. U.S.-India Trade
At a Glance

8. World’s largest + most dynamic
economy
From 2018-2019, U.S. received $60
billion of investment and invested
nearly $440 billion in various parts
of the world
USA continues to be the leading
attractive destination for FDI
The economic downtown (in other
parts of the world), its effects and
resulting policies (Tax Reform Act,
Immigration), have created new risks
and opportunities for companies
planning to invest in America

9. Investments
to India
Information
Technology Real Estate Health Care
Manufacturing Education
Services
Investments
from India
Logistics +
Distribution Manufacturing Financial Services
Information
Technology Pharmaceuticals

10. Drivers + Trends of
India-U.S. Investments
Innovation
Natural
Resources
Value Added:
Strategic
Growth
Low Valuation
Expanding
Existing
Markets
Financing for
Expansion

11. Structures for
INVESTMENTS
Acquisitions Joint Ventures
Technology
Collaborations
Greenfield/
Brownfield
EB-5 Program
i.e. Investor Visa
Franchising

12. Government Incentives
States have economic
development
organizations
Focus is on job creation
and economic
development
Help to navigate the
process of acquiring and
operating a foreign-
owned enterprise

14. EDO Incentive
Programming
Illustrative Examples

15. Tax Credits +
Abatements
Job Creation Tax Credit
Data Center Sales Tax Exemption
Ohio Enterprise Zone Program
JobsOhio Growth Fund Loan

16. Tax Credits +
Abatements
JobsOhio Workforce Grant
Roadwork Development (629)
Research + Development
Investment Loan
Innovation Ohio Loan Fund

17. Foreign enterprises may operate in USA
through various legal forms:
Corporation General
Partnership
Limited
Partnership
Limited Liability
Company U.S. Branch
Greenfield/Brownfield
Entry Options for
INVESTORS

18. Unlike India, U.S. has no federal
company law, and the rules regarding
formation, operation, and dissolution of
business entities are defined by state
law rather than federal law
Greenfield/Brownfield
Entry Options for
INVESTORS

19. Common reasons to use separate legal entity are:
Limited Liability accorded by
state law to the owners of
“qualifying entities”
Improved ability to access
capital markets for investment
capital
Greenfield/Brownfield
Entry Options for
INVESTORS

20. If a company will engage in interstate commerce, the
choice on a state of incorporation should be based on:
Consideration to
annual state taxes
Favorable
incorporation laws
Minimal restriction on
corporate activities
Greenfield/Brownfield
Entry Options for
INVESTORS

21. DELAWARE VS.
OTHER STATES
Structuring +
Its Taxability
General Corporation law of most
states is advance and mature
Example: Ohio is one of the best environments for
corporation in terms of authority given to directors
compared to liability they can have in other states

22. How to Protect Your
BUSINESS

23. General Liability
Insurance
Workers’ Comp
Insurance
Directors’ +
Officers’ Liability
Insurance
Professional
Liability Insurance
Product Liability
Insurance

24. Written
CONTRACTS
Protecting your
business often means
shifting risk to
someone else
Contracts are risk
allocation tools
Written agreements
are much easier to
enforce

25. Minimum Wage
REQUIREMENTS
Non-tipped
employees
$8.30
Tipped
employees
$4.15
Federal
Minimum Wage
$7.25

26. AT-WILL EMPLOYMENT

27. Litigation ISSUES
Federal Jurisdiction
Litigation Costs

28. IPASSETS
Patents
(federal law)
Copyrights
(federal law)
Trademarks
(federal + state law)
Trade Secrets
(state law)

29. Protect anything But you have to
keep it a secret
Governed by
state law

30. TOP TIPS
for Doing Business in the USA

31. Due Diligence on Prospective
U.S. + India Partner
1

32. Only Allow Trusted Employee
to Handle Setting Up Your U.S.
Company + IP Filings
2

33. Identify + Acknowledge
Cultural Differences
3

34. OPPORTUNITIES
to Indian Businesses
Could be more foreign direct investment
in India if tax on repatriated profits is cut
in the U.S. as result of a grand bargain
infrastructure/tax reform deal
The U.S. may look to grow its relationship
with India as its trade relationship with
China deteriorates on account of China’s
alleged currency manipulation, labor costs
and the trade surplus in China’s favor –
common themes during Trump’s campaign
Conclusion

35. Legal Advice
This presentation is designed to provide an overview of a
number of legal principles and considerations.
As each legal issue is fact dependent, this presentation should
not be used or viewed as legal advice, and your legal counsel
should be consulted on the application of your particular factual
situation to the current law.
Copyright: 2019 Kegler, Brown, Hill + Ritter Co., L.P.A.

36. Vinita Mehra
Director + Co-Leader, Global Business
Kegler Brown Hill + Ritter
vmehra@keglerbrown.com
keglerbrown.com/mehra
614-255-5508

37. Associate, Kegler Brown Hill + Ritter
Cody Myers

38. Current Government
RESTRICTIONS
Vary from state
to state
Stay-at-home orders
have been in effect
since mid-March
Restrictions on social
gatherings
Sllowing “essential
businesses” to remain
open
Reopening efforts
have began in
several states

39. Cash Access
STRATEGIES

40. In place prior to the PPP
500 or fewer employees
$2M limit
EIDL Overview
No requirement to take entire
amount
30 years: 3.75%/2.75% interest rate

41. Enacted March 27, 2020 as part of the CARES Act
Small business concerns or
those with not greater than 500
employee having a principal
place of residence in the U.S.
Loan amount: 2.5x applicant’s
average monthly obligation for
payroll costs
No collateral or personal
guaranty required
PPP Overview

42. Enacted March 27, 2020 as part of the CARES Act
Affiliation rules apply except for
franchises and businesses
having an NAICS code
beginning with 72
May be forgiven based on
payroll levels over 8-week period
compared to historical period, if
not it becomes a loan to be
repaid at 1.0% over 2 years
PPP Overview

43. +

44. +
Borrowers may take both so long as
purposes are not duplicative
Key is the broader uses allowed
under EIDL
A business can have many operating
costs cover under both programs
Best case: have a portion
of operating expenses
covered by an effective
grant
Worst case: have all
operating expenses
covered by favorable
loan terms

45. ELIGIBILITY
of Foreign-Owned Companies
SBA standard or
fewer than 500
employees
500 or fewer
employees, U.S.
residence
Count will include
employees of affiliates
Affiliation exists when one business controls or has the
power to control another or when a third party (or parties)
controls or has the power to control both businesses

46. Principal Place of
RESIDENCE

47. 26 CFR 1.121-1(b)(2)
Factor test that depends
on the circumstances
1 Place of employment
3 Addresses listed on tax
returns, driver’s license, etc.
2 Principal abode of family members
4 Mailing address
5 Location of religious
organizations or banks

48. COMPANIES
with Adequate Liquidity
SBA + U.S. Treasury Department
have recently issued a warning to
companies having access to capital
“Current economic uncertainty
makes necessary to support
ongoing operations”
This has resulted in many larger
companies returning the funds
What does “necessary” mean?
Public relations concerns
come into play here

49. Cody Myers
Associate
Kegler Brown Hill + Ritter
cmyers@keglerbrown.com
keglerbrown.com/myers
614-462-5495