Karen A. Monroe

Karen A. Monroe

Partner

+41 22 322 2010
Emailkmonroe@wilkauslander.com
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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.

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.
Service Areas
Education

American University, Washington College of Law, J.D., 1983

American Society of International Law Journal (Editor)

State University of New York at Binghamton, B.A., 1979

Bar Admissions

New York

Affiliations
  • Geneva Bar Association
    — Foreign Lawyers Section (President)
  • Experts’ Network, Geneva, Member of Steering Committee
  • Democrats Abroad, Switzerland, Legal Counsel
  • Swiss-American Chamber of Commerce
  • Swiss Arbitration Association
  • International Bar Association
    — Securities Law Committee
    — Capital MarCommittee
    — Bar Issues Committee
    — Law Firm Management Committee
  • International Trademark Association
    — The Trademark Reporter (Former Editor)
  • Association of International Business Lawyers
Publications
  • U.S. Corporate Law, Handbook for Swiss Business Women, publication of the Swiss American Council of Women (October 2005)
  • International Business Transactions, Securities Offerings, Reporting Obligations, American Depositary Receipt Programs, Chapter 21 (1994)
Lectures
  • Guest Lecturer on U.S. Contract Law and U.S. Intellectual Property Law, St. Gallen University, Executive School of Management, Technology & Law, St. Gallen, Switzerland, (May 2017, June 2016)
  • Chair, and introductory remarks, 6th Annual Future of Lawyers Conference “Robots and Relationships: Will you be replaced?” Foreign Lawyers Section of Geneva Bar Association. Geneva, Switzerland (September 25, 2014)
  • Speaker, Center for International Legal Studies Conference, International Arbitration, Drafting Arbitration Clauses—Do’s and Don’ts—Pathological Clauses, Salzburg, Austria (May 22, 2014)
  • Speaker, International Bar Association, Generating Increased Revenues through the Power of Relationships, Managing international contacts—what’s the key? Vienna, Austria, (February 27-28, 2014)
  • Co-chair and introductory remarks, Hot Topic in Dispute Resolution—Third Party Funding for Arbitration and Litigation, joint conference Foreign Lawyers Section of Geneva Bar Association and Association of International Business Lawyers. Geneva, Switzerland (January 23, 2014)
  • Speaker, International Bar Association, Annual Meeting, Young Lawyers and Senior Lawyers Joint Panel on Lawyers as Law Firm Ambassadors. Boston, Massachusetts (October 2013)
  • Chair, and introductory remarks, Future of Lawyers V: How technology has changed and will continue to change the practice of international law—what new skills do lawyers need? Foreign Lawyers Section of Geneva Bar Association. Geneva, Switzerland (September 2013)
  • Speaker, International Bar Association Annual Meeting, Law Firm Management Committee; Personal branding and the use of Social Media—LinkedIn. Dublin, Ireland (October 2012)
  • Chair, and introductory remarks, Future of Lawyers IV: Cross-Border Risks for International Lawyers: Legal, regulatory, and reputational risks; How to protect clients in a changing international legal environment. Foreign Lawyers Section of Geneva Bar Association. Geneva, Switzerland (September 2012)
  • Introductory Remarks, Law Energy and Environment in Switzerland: What You Ought to Know, Foreign Lawyers’ Section of Geneva Bar Association. Geneva, Switzerland (May, 31, 2012)
  • Chair and Speaker, Future of Lawyers III: The Practice of Law in 2011 Profession or Business?, Foreign Lawyers’ Section of Geneva Bar Association (October 20, 2011)
  • Chair and Speaker, Invest in America Briefing II: Foreign Direct Investment in the USA. Geneva (August 22, 2011)
  • Chair and Speaker, Invest in America Briefing I. Zurich, Switzerland (November 30, 2010)
  • Chair and Speaker, Future of Lawyers II: Cross-Border Practice/Lawyers without Borders-Should it and Will it Matter where Lawyers are Admitted to Practice in 2010 and Thereafter? Foreign Lawyers’ Section of Geneva Bar Association (April 21, 2010)
  • Speaker, Future of Lawyers I: Implications for Legal Practitioners in an Increasingly Technological and “Flat World,” Foreign Lawyers’ Section of Geneva Bar Association (March 18, 2009)
  • Speaker, Doing Business in the United States. Geneva, Switzerland (March 12, 2007)
  • Co-chair and Speaker, Wilk Auslander and BDO: Methods of Doing Business in the U.S., Geneva and Zurich. Switzerland (July 2006)
  • Speaker, Essentials for Doing Business between the U.S. and Switzerland. Geneva, Switzerland (October 2005)
  • Speaker, Swiss Council of Women: Doing Business in the U.S. Zurich, Switzerland (October 2005)
  • Various presentations on international commercial law, Center for International Legal Studies. Salzburg, Austria (1993)
News
Languages
  • English
  • French
  • German
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