International Business

Entering the United States market through New York provides direct access to global capital markets, premier commercial infrastructure, and the world’s leading financial ecosystem. However, navigating cross-border structuring, federal and state tax exposure, and transaction mechanics requires sophisticated legal and tax alignment from inception.

At McCullough Huddleston and Woo, we provide cross-border corporate counsel, inbound M&A deal structuring, and international tax planning for non-U.S. enterprises, private equity groups, and multinational investors establishing or acquiring operations in New York and nationwide.

Strategic Market Entry & Structuring for New York

Selecting the right corporate framework dictates not only governance flexibility and commercial risk isolation, but also long-term global tax efficiency.

• Subsidiary vs. Branch Operations: Branch offices subject foreign parent companies to direct U.S. jurisdictional reach and federal branch profits tax. Establishing a standalone U.S. subsidiary (typically a Delaware or New York corporation) provides liability protection and streamlined commercial contracting.
• Entity Selection & Hybrid Structures: Determining between a C-Corporation, Limited Liability Company (LLC), or tiered corporate structure based on home-country tax treaties, the availability of foreign tax credits, and treaty classification rules.
• Commercial Launch Agreements: Drafting, negotiating, and operationalizing master services agreements (MSAs), intellectual property licensing, vendor arrangements, and strategic joint ventures.

Federal & New York Inbound Tax Planning

Cross-border tax planning requires proactive design to prevent double taxation, optimize repatriation of capital, and avoid state-level compliance pitfalls.

• Treaty-Based Tax Planning: Structuring inbound capital and intercompany flows to leverage bilateral tax treaty provisions, mitigating withholding on cross-border dividends, interest, and royalties.
• Permanent Establishment (PE) Avoidance: Structuring sales forces, agent relationships, and digital operations to prevent inadvertently triggering a U.S. trade or business or taxable PE prior to full incorporation.
• Transfer Pricing & Intercompany Agreements: Formulating compliant cross-border supply, IP licensing, and management fee arrangements between foreign parents and U.S. entities.
• New York State & City Nexus: Navigating New York State and New York City corporate franchise taxes, economic nexus thresholds, and combined reporting considerations.
• FIRPTA Compliance: Structuring foreign real estate and infrastructure investments to manage Foreign Investment in Real Property Tax Act (FIRPTA) liabilities and withholding rules.

Inbound Mergers & Acquisitions (M&A)

Acquiring an existing U.S. company or operating asset is often the fastest route to market penetration. MHW structures inbound acquisitions to maximize post-closing tax efficiency and minimize legacy liability exposure.

• Asset vs. Stock Purchases: Structuring transaction architecture for optimal tax basis step-ups (e.g., Section 338(h)(10) elections where applicable) versus entity continuity.
• Cross-Border Due Diligence: Thorough legal, tax, IP, regulatory, and corporate governance reviews of U.S. targets.
• Rollover Equity & Reorganizations: Structuring tax-deferred cross-border equity rollovers, joint venture contributions, and spin-offs.
• Regulatory Reviews: Structuring compliance with CFIUS (Committee on Foreign Investment in the United States) filings and federal cross-border investment disclosures.

Experienced Cross-Border Legal & Tax Counsel

Inbound transactions require legal counsel that unites corporate dealmaking with advanced tax strategy.

Doug McCullough

Partner | M&A, International Business & Tax

Admitted: New York | Texas

Education: Southern Methodist University School of Law (LL.M., Taxation) | Texas Tech University School of Law (J.D.) | Indiana University (B.A.)

Doug McCullough leads MHW’s cross-border transactions and international tax practice. Licensed in New York and holding an advanced Master of Laws (LL.M.) in Taxation, Doug represents foreign corporations, sovereign funds, multinational middle-market businesses, and private investors entering the United States market.

• Dual-Discipline Advantage: Combining deep M&A transactional experience with technical LL.M. tax analysis ensures that deal terms, entity selection, and commercial contracts are structured for maximum tax efficiency and operational resilience.
• Global Network & Transatlantic Engagement: An active member of the International Bar Association, GlobalScot, and the British American Business Council, and director of the Canada-Texas Chamber of Commerce, Doug regularly coordinates inbound cross-border initiatives involving the UK, Europe, Canada, and Latin America.