Sven Riethmueller has a unique advantage over some of his American counterparts when it comes to representing international clients.

As a native of Germany with an American education and address, and with experience as in-house counsel and as outside counsel in the U.S., he is an effective liaison between American and European businesses and attorneys.

Riethmueller notes that the differences in cross-border deals goes beyond the obvious language barriers.

Perhaps one of the most important differences to be aware of when dealing with cross-border transactional work is the style of negotiation, he says. For some European lawyers, the tone of the deal is used to set the beginning of a business relationship. This means it’s important to have a sense of geniality between the two parties. This is not always the case with American deals.

Riethmueller states that when he recently negotiated an executive compensation package for a German CEO of an American company, he warned his client that negotiations might "get a little rough, but that’s just the way it is."

Riethmueller notes that it paid off, because "at the end, he got more in terms of benefits than he imagined he could get. It was your typical American negotiation style where you say ‘let’s talk turkey, let’s get it on the table.’"

Currently international counsel to Goulston & Storrs in Boston, Riethmueller was recently vice president and general counsel to Germany-based LION Bioscience AG.

Atypical In-House Counsel

Prior to joining LION, Riethmueller, as an attorney at Sullivan & Cromwell, represented the German company during its 2000 IPO.

"LION hired me because they wanted to expand in the U.S.," Riethmueller explains. "It acquired a biotech company in the U.S., made strategic investments in the U.S. and hired a lot of people. I got to know senior management very well. They did a very successful IPO, which I helped them with. It was the largest IPO of a German biotech company. It raised $209 million Euros at the time and they only sold 25 percent of the company."

LION is one of the few companies in Germany and one of the very few German biotech companies that’s listed on both the German stock exchange and NASDAQ, he notes.

Riethmueller’s job was to run the global legal department. He had a German associate counsel in the company’s headquarters in Heidelberg, Germany, but ran the legal department from its U.S. headquarters in Cambridge, Mass.

When he agreed to join LION, Riethmueller wanted to actively represent the company in its legal affairs, almost as if he were still outside counsel.

"I had to find the right outside counsel," Riethmueller notes, "because that was a different role than some outside law firms are used to – a very active and vocal general counsel who very carefully reviews a brief and edits it."

Riethmueller adds: "That’s not what everybody was accustomed to. It was very important for me to have a team role with outside counsel instead of just saying, ‘here’s the work, call me when it’s done.’ That wasn’t me.

"Instead," Riethmueller notes, "the LION legal department. was very instrumental in assisting with generating and executing business opportunities, creating products. It was very entrepreneurial."

Riethmueller headed the company’s IP department and was the site executive of the Cambridge, Mass. office, making sure it was doing what management in Germany wanted it to do.

"I reported directly to the CEO and CFO. I was also most recently head of the U.S. human resources department. For a transition period, I ran the entire U.S. operation when the previous CEO left and I had to work in the interim," Riethmueller explains.

‘The Good, The Bad & The Ugly’

He says that he eventually decided that while he wanted to stay with LION, he also wanted to take on more clients. He eventually chose to accept an offer from Goulston & Storrs based on the firm’s business model.

"I’ve seen it all when it comes to outside counsel: the good, the bad and the ugly," Riethmueller recounts. "LION uses a large number of outside firms in Europe and the U.S., including international firms and U.S. firms with international offices. A very diverse group."

After seeing how all of these firms conducted their practices, Riethmueller says he made up his mind on what he would like to have in a law firm. When he learned about Goulston’s team approach to working with corporate counsel – their "good business sense of what’s important and relevant to transactions and the players involved" – he was ready to make a move.

About a year later, he joined Goulston full-time as one of the few international counsel in the New England area.

As international counsel, Riethmueller represents European companies and families with business activities in the U.S. He also helps with transactions.

Riethmueller, a graduate of Columbia University School of Law and Dartmouth College, says, "for some clients, they want to have U.S.-style business transactions even when they are totally in Europe. For some, the transaction has been a matter for a private placement agent of an Italian company raising capital in Switzerland and Germany."

Even though the work might involve an American style of business, Riethmueller notes that "it’s traditionally inbound work," including "European companies that have business relations with the U.S., whether it’s licensing activities or if it’s an M&A transaction, [with] a big emphasis on technology companies."

Making The Switch

For in-house attorneys considering the switch to working at a law firm, his advice in making that decision is that it should depend on what the attorney wants to do and how they view the company they work for.

"I treated my organization as a client," Riethmueller says. "For me, it was a matter of having more clients like LION. If that’s your position as in-house counsel, this is what you want to do. If that’s not your focus, it can be tough."

He also adds that the firm attorneys choose to join can make a difference as well.

"You have to be very careful of the firm you go to and what you’re supposed to do there because the role is very different," Riethmueller notes. "It’s a different kind of interaction and you want to make sure the firm can accommodate this. I looked very long and hard before I decided this was the right firm because it fit the right service model."

Sealing The (International) Deal

As international counsel, Riethmueller’s advice for other attorneys who find themselves on international transactions is that they consider a simple question: Whom should they hire?

"Say you have an important problem in Japan," Riethmueller hypothesizes. "You don’t know anyone in Japan. Do you want to deal with a Japanese lawyer who someone referred to you who speaks some English but never really understood American culture, or would you rather talk to someone who has lived in the U.S. for a long time and in Japan and can explain to you exactly what the issues are and so on?"

The choice, Riethmueller says, is simple.

Attorneys would generally feel more comfortable with someone who understands their own culture and could explain the differences to the client from the point of view of the client’s culture.

"Legal advice is still very personal, especially when you’re dealing with interpreters and very important business deals that are important to a company," Riethmueller adds. "You want to know what’s acceptable and what you can get away with."

Based on his cultural knowledge, Riethmueller notes, "If I pick up the phone and talk to a European client and they ask, ‘can we do this or that,’ I can tell them what’s OK."

He states that the underlying theme is to never assume and be aware that not all companies are the same as American companies.

For instance, he says in Europe there are laws that are the default if a transaction goes bad. In America, he notes, litigation is usually the answer. This accounts for why lawyers tend to only come in at the end of the negotiations in Europe, after business people handle the preliminary negotiations. In U.S. transactions, the lawyers tend to be involved from beginning to end.

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