Cross-border private M&A transactions
Produced in partnership with Jeremy Kutner and Michael Scargill of Shearman & Sterling
Cross-border private M&A transactions

The following Corporate guidance note Produced in partnership with Jeremy Kutner and Michael Scargill of Shearman & Sterling provides comprehensive and up to date legal information covering:

  • Cross-border private M&A transactions
  • Key stages in cross-border M&A transactions
  • Initial steps—compliance, project management and local counsel
  • Due diligence and disclosure
  • Key jurisdictional differences in the principal legal elements of M&A transactions

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer in a cross-border private M&A transaction. The focus of the note is on practical considerations that a lawyer needs to be aware of so as to ensure that the transaction is managed in the most efficient and effective way possible.

Key stages in cross-border M&A transactions

The principal stages in a cross-border private company M&A transaction are:

Preliminaries (pre-signing) stage

This is when non-disclosure agreements (NDAs, also known as confidentiality agreements) and exclusivity agreements are agreed, due diligence is carried out and the share purchase agreement (SPA) and related transaction documentation is negotiated. In the case of auction sales, the process of soliciting bids and drawing up a short list of bidders will take place. The cross-border element will focus attention on the smooth co-ordination, potentially across a number of different jurisdictions, of the work of the respective parties' legal teams and other advisers, particularly in relation to due diligence.

Exchange (signing) stage

The SPA (together with any other transaction documentation which is not to be entered into at completion, such as the disclosure letter) will be entered into at this stage and the appropriate legal formalities for due execution of the SPA by the parties have