Karen Monroe is an international business lawyer whose focus is in the areas of international securities, contracts, corporate and related intellectual property law with an emphasis on cross-border transactions between Switzerland, Europe, and the United States. Originally from New York City and admitted to the New York bar, she trained in New York City as an international corporate lawyer and became partner in a large NYC firm. Ms. Monroe has been based in Geneva for the last 15 years and heads Wilk Auslander’s European office and is part of its European Practice Group and Transborder Technology Transactions Team. She serves as outside general counsel and as a member of the board of directors of Swiss and U.S. for profit and not-for-profit companies. She is the President of the Foreign Lawyers Section of the Geneva Bar Association, and serves as legal counsel to Democrats Abroad-Switzerland.

For more than 25 years, international companies have sought Ms. Monroe’s help to simplify complex securities and contractual issues and find creative and cost-effective solutions. Practicing “preventive lawyering,” Ms. Monroe helps companies identify and resolve issues before they become a problem. She helps companies with public and private transactions, acquiring and selling businesses, and negotiating and preparing complex agreements. She represents start-ups to multinationals providing a broad spectrum of expertise in the area of business law for clients in a variety of industries including medtech, robotics, biotech, life sciences, food and beverages, software, telecommunications, luxury goods, manufacturing, and entertainment. Her clients recognize her for her project management skills and getting deals done.

Ms. Monroe has been on the cutting edge of the evolution of international business law in the areas of securities and contract law, the impact of foreign laws on doing business internationally, multijurisdictional legal practice, and the use of technology, including social media by lawyers, and has first-hand experience with operating a business internationally. She has assisted clients with transactions and contracts in many jurisdictions over the last 25 years including the U.S., Switzerland, China, Russia, Japan, Moldova, France, Austria, Germany, Italy, United Kingdom, Ireland, and Latin America.

Ms. Monroe is a dual national American and Swiss and bilingual in English and French, with a working knowledge of German.

Corporate and Securities

  • Coordination and execution of U.S. and Swiss corporate and securities advice in connection with a multi-million-dollar telecommunications U.S. public company strategy for “going dark” in the U.S. and redomicilation in Switzerland as a private company.
  • International securities and corporate representation for a reverse merger resulting in a needed capital raise. Handled subsequent SEC compliance and filings for a Swiss hardware distribution company.
  • Strategic advice and implementation of $100 million U.S. oil and gas company strategy for converting stock deregistered in the U.S. to stock trading on a European exchange.
  • Corporate representation and securities compliance for U.S. public company and its Swiss subsidiary solar panel manufacturer and implementation of “going dark” strategy to decrease U.S. securities law compliance requirements.
  • Representation of U.S. acquirer in cross-border multi-million-dollar acquisition of a French multinational plastics company for strategic entry into U.S. plastics market.
  • Strategic advice as board member for implementation of founding shareholder’s exit strategy from high-end U.S. textile manufacturer with company’s sale to, and merger with, a multi-million-dollar UK public company’s U.S. subsidiary. Subsequently retained by buyer to continue representation of merged U.S. company.
  • Representation of client in a leather goods industry joint venture with a Chinese company, resulting in a new company operating in China.
  • Implementation and execution of industrial revenue development bond transaction for a U.S. subsidiary of a German manufacturing company to enable the U.S. subsidiary to upgrade its manufacturing plant.
  • Strategic advice and implementation of a securitization of well-known musician’s copyright portfolio to provide liquidity to musician.

Contracts

  • Preparation and negotiation of technology transfer license agreement between Swiss educational institution and Swiss technology start-up, representing start-up.
  • Preparation and negotiation of cross-border convertible loan transaction for Swiss multinational’s investment in Irish technology company, representing multinational.
  • Preparation and negotiation of purchase and sale and related contracts for a Swiss acquirer of oil and gas interests in Columbia.
  • Preparation and negotiation of subscription agreements, stock purchase agreements, and shareholder agreements for a Swiss-based robotics company in connection with an international capital raise.
  • Development for a food industry client of standard forms of food service management agreements for use with companies, schools, and mail-order food delivery services.
  • Review and interpretation of a U.S. distribution agreement for a Swiss publishing company to advise as to possible breach under U.S. law.
  • Negotiation and preparation of an international distribution agreement between a U.S. medical device supplier and a Swiss distributor to cover several European territories.
  • Advice on and preparation of employment agreements and termination agreements for positions in the oil and gas, food, and technology industries, with a particular focus on agreements for employees moving between countries for new positions.
  • Coordination of advice on Swiss distribution law for a U.S. cosmetics company.
  • Coordination with Swiss counsel to provide advice on Swiss distribution law for Greek medical distribution supplier.
  • Negotiation and preparation of licensing agreement for a world-renowned fabric designer and a major U.S. automobile manufacturer.
  • Preparation of a sponsorship agreement for a Japanese consumer electronics company engaging a well-known celebrity saxophonist to assist company in promoting its electronic instruments.
  • Preparation of a license agreement for a Japanese consumer electronics company to license names of well-known children’s puppets to develop children’s products.
  • Development of standard forms of software development contracts for applications for handheld devices.
  • Preparation and negotiation of a license agreement for a licensor’s most valuable mark to be used by a third-party manufacturer.

Private Client; Tax and Estate Planning

  • Assistance to U.S. and dual citizens with probate issues, including obtaining inheritances in Switzerland, Italy, and France.
  • Representation of Swiss and other non-US persons and companies with U.S. tax issues.
  • Advice on cross-border trust and estate planning for dual U.S. and Swiss citizens.
  • Advice to U.S. expatriates regarding U.S. tax issues, including tax return filing, foreign bank account reporting, and other U.S. tax compliance issues.
  • Assistance to U.S. citizens, in particular dual citizens, with IRS Offshore Voluntary Disclosure Programs.

Overview

Karen Monroe is an international business lawyer whose focus is in the areas of international securities, contracts, corporate and related intellectual property law with an emphasis on cross-border transactions between Switzerland, Europe, and the United States. Originally from New York City and admitted to the New York bar, she trained in New York City as an international corporate lawyer and became partner in a large NYC firm. Ms. Monroe has been based in Geneva for the last 15 years and heads Wilk Auslander’s European office and is part of its European Practice Group and Transborder Technology Transactions Team. She serves as outside general counsel and as a member of the board of directors of Swiss and U.S. for profit and not-for-profit companies. She is the President of the Foreign Lawyers Section of the Geneva Bar Association, and serves as legal counsel to Democrats Abroad-Switzerland.

For more than 25 years, international companies have sought Ms. Monroe’s help to simplify complex securities and contractual issues and find creative and cost-effective solutions. Practicing “preventive lawyering,” Ms. Monroe helps companies identify and resolve issues before they become a problem. She helps companies with public and private transactions, acquiring and selling businesses, and negotiating and preparing complex agreements. She represents start-ups to multinationals providing a broad spectrum of expertise in the area of business law for clients in a variety of industries including medtech, robotics, biotech, life sciences, food and beverages, software, telecommunications, luxury goods, manufacturing, and entertainment. Her clients recognize her for her project management skills and getting deals done.

Ms. Monroe has been on the cutting edge of the evolution of international business law in the areas of securities and contract law, the impact of foreign laws on doing business internationally, multijurisdictional legal practice, and the use of technology, including social media by lawyers, and has first-hand experience with operating a business internationally. She has assisted clients with transactions and contracts in many jurisdictions over the last 25 years including the U.S., Switzerland, China, Russia, Japan, Moldova, France, Austria, Germany, Italy, United Kingdom, Ireland, and Latin America.

Ms. Monroe is a dual national American and Swiss and bilingual in English and French, with a working knowledge of German.

Representative Matters

Corporate and Securities

  • Coordination and execution of U.S. and Swiss corporate and securities advice in connection with a multi-million-dollar telecommunications U.S. public company strategy for “going dark” in the U.S. and redomicilation in Switzerland as a private company.
  • International securities and corporate representation for a reverse merger resulting in a needed capital raise. Handled subsequent SEC compliance and filings for a Swiss hardware distribution company.
  • Strategic advice and implementation of $100 million U.S. oil and gas company strategy for converting stock deregistered in the U.S. to stock trading on a European exchange.
  • Corporate representation and securities compliance for U.S. public company and its Swiss subsidiary solar panel manufacturer and implementation of “going dark” strategy to decrease U.S. securities law compliance requirements.
  • Representation of U.S. acquirer in cross-border multi-million-dollar acquisition of a French multinational plastics company for strategic entry into U.S. plastics market.
  • Strategic advice as board member for implementation of founding shareholder’s exit strategy from high-end U.S. textile manufacturer with company’s sale to, and merger with, a multi-million-dollar UK public company’s U.S. subsidiary. Subsequently retained by buyer to continue representation of merged U.S. company.
  • Representation of client in a leather goods industry joint venture with a Chinese company, resulting in a new company operating in China.
  • Implementation and execution of industrial revenue development bond transaction for a U.S. subsidiary of a German manufacturing company to enable the U.S. subsidiary to upgrade its manufacturing plant.
  • Strategic advice and implementation of a securitization of well-known musician’s copyright portfolio to provide liquidity to musician.

Contracts

  • Preparation and negotiation of technology transfer license agreement between Swiss educational institution and Swiss technology start-up, representing start-up.
  • Preparation and negotiation of cross-border convertible loan transaction for Swiss multinational’s investment in Irish technology company, representing multinational.
  • Preparation and negotiation of purchase and sale and related contracts for a Swiss acquirer of oil and gas interests in Columbia.
  • Preparation and negotiation of subscription agreements, stock purchase agreements, and shareholder agreements for a Swiss-based robotics company in connection with an international capital raise.
  • Development for a food industry client of standard forms of food service management agreements for use with companies, schools, and mail-order food delivery services.
  • Review and interpretation of a U.S. distribution agreement for a Swiss publishing company to advise as to possible breach under U.S. law.
  • Negotiation and preparation of an international distribution agreement between a U.S. medical device supplier and a Swiss distributor to cover several European territories.
  • Advice on and preparation of employment agreements and termination agreements for positions in the oil and gas, food, and technology industries, with a particular focus on agreements for employees moving between countries for new positions.
  • Coordination of advice on Swiss distribution law for a U.S. cosmetics company.
  • Coordination with Swiss counsel to provide advice on Swiss distribution law for Greek medical distribution supplier.
  • Negotiation and preparation of licensing agreement for a world-renowned fabric designer and a major U.S. automobile manufacturer.
  • Preparation of a sponsorship agreement for a Japanese consumer electronics company engaging a well-known celebrity saxophonist to assist company in promoting its electronic instruments.
  • Preparation of a license agreement for a Japanese consumer electronics company to license names of well-known children’s puppets to develop children’s products.
  • Development of standard forms of software development contracts for applications for handheld devices.
  • Preparation and negotiation of a license agreement for a licensor’s most valuable mark to be used by a third-party manufacturer.

Private Client; Tax and Estate Planning

  • Assistance to U.S. and dual citizens with probate issues, including obtaining inheritances in Switzerland, Italy, and France.
  • Representation of Swiss and other non-US persons and companies with U.S. tax issues.
  • Advice on cross-border trust and estate planning for dual U.S. and Swiss citizens.
  • Advice to U.S. expatriates regarding U.S. tax issues, including tax return filing, foreign bank account reporting, and other U.S. tax compliance issues.
  • Assistance to U.S. citizens, in particular dual citizens, with IRS Offshore Voluntary Disclosure Programs.