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U.S. Law for Technology Companies

Market Entry, Contracts, and Investors with U.S. Attorneys in Munich

Your first major U.S. client, establishing your own location in the U.S., or negotiations with an American investor raise legal issues that are not addressed in German law: which contract clauses are standard in U.S. business and which are risky, and how to protect your technology when U.S. competitors and U.S. courts come into play.

We advise German technology companies in Munich—with U.S. attorneys who understand what it’s like to make the leap across the Atlantic from both perspectives: as attorneys in Germany and as part of our team in the U.S.

Challenges

Before doing business in the U.S. for the first time, the question of the right structure arises: should you establish your own U.S. company, set up your own local office, or initially distribute your products through a partner? Those who make this decision without U.S. legal advice often overlook the implications for liability, taxes, and contract drafting—implications that can only be corrected later with considerable effort.

U.S. contract practices differ significantly from those in Germany: expectations regarding warranties, limitations of liability, and dispute resolution are different. A translated German model contract often exposes the parties to unnecessary risks as a result.

Solutions

We evaluate the options—including establishing your own U.S. company, setting up your own office, or working with a distribution partner—and lay the legal groundwork for your market entry.

We review and negotiate contracts with U.S. clients from the perspective of U.S. law, focusing on warranties, limitations of liability, and dispute resolution—without losing sight of your German contractual practices.

Let's talk about your entry into the U.S. market.

Whether you’re entering a new market, signing a contract with a U.S. client, or meeting with a U.S. investor: During our initial consultation, we’ll determine which structure best suits your project and what steps need to be taken—and in what order. You’ll speak directly with our U.S. attorneys in Munich—and when necessary, we’ll bring in our colleagues in New York, Boston, or San Francisco.

Schedule an initial consultation

Our Services

Four building blocks for your journey into the U.S. market—from market entry strategies to IP protection and contracts with U.S. customers, all the way to discussions with U.S. investors. All four follow the same principle: laying the legal groundwork that aligns with your business model and growth stage.

Market Entry for Tech Companies

Before entering the U.S. market, a structural decision must be made: establish a separate U.S. company, set up an on-site office, or initially sell through a distribution partner. Each option has different implications for liability, taxation, and contract terms—a separate company provides separation of liability and independent legal capacity, while selling through partners reduces administrative burden but shifts control and profit margins.

We evaluate the options based on your business model, investment plans, and operational timeline, and lay the legal groundwork for your market entry—from incorporating your company to signing your first distribution agreement.

IP Protection as a Tech Asset

Patents, trademarks, and know-how that are protected in Germany and through the European Patent Office are not automatically protected in the United States: U.S. patent law has its own deadlines, its own filing procedures, and its own rules regarding the priority of an invention. Anyone who files an application in the U.S. too late or relies on European priority risks a U.S. competitor beating them to the market or having gaps in protection at a critical moment.

We assist with your patent and trademark filing strategy in the U.S. and determine where to begin enforcing and defending your intellectual property in the U.S. market—in alignment with your existing protection in Germany and Europe.

Contracts with U.S. Customers (Development/Integration)

Development and integration contracts with U.S. clients follow different contractual practices than those in Germany: Warranties are often narrowly defined and time-limited; liability limitations are negotiated in detail rather than set at a flat rate; termination rights often take effect on shorter notice; and in many U.S. contracts, dispute resolution is handled through arbitration rather than state courts. A German model contract that is simply translated into English does not reflect these differences and often weakens one’s own negotiating position.

We review and negotiate development and integration contracts with U.S. clients from the perspective of U.S. law—covering warranties, limitations of liability, termination rights, and dispute resolution—without losing sight of your German contractual practices.

Investors & Exit

Term sheets, investment agreements, and shareholders’ agreements based on U.S. models follow standards that differ from those under German venture capital law: Liquidation preferences, convertible loans structured as SAFEs or convertible notes, and anti-dilution provisions are structured differently in U.S. financing rounds than in German investment agreements. Even with a view toward a future exit, U.S. investors place importance on clauses that lay the groundwork for a sale or initial public offering (IPO) as early as the financing round.

We guide you through negotiations with U.S. investors—from the term sheet to the shareholders’ agreement—and help you determine which clauses are most beneficial for your funding round and your future exit strategy.

Frequently Asked Questions

That depends on your business model, your investment plans, and whether you intend to conduct operations locally. Setting up your own company provides liability protection and independent legal capacity, but it also involves ongoing administrative work. We’ll evaluate the options based on your specific plans before you make a decision.

No, patents, trademarks, and know-how from Germany or Europe are not automatically protected in the United States. U.S. patent law has its own deadlines and filing procedures, which differ from European practice. We guide the filing strategy to ensure that protection is in place in time for entry into the U.S. market.

U.S. term sheets often contain clauses regarding liquidation preferences, anti-dilution protections, and voting rights that differ from German venture capital law and may limit your ability to act in the future. Which clauses are standard for the industry and which are negotiable depends on the investor and the funding stage. We review the term sheet before you sign it.