Acquisitions and combinations that cross a border carry the rules of every country they touch. We structure the deal, sequence the clearances, and coordinate locally admitted counsel, so one partner runs the whole transaction to a single standard.
A multi-country acquisition run as a domestic deal with extra signatures fails late: in a merger-control filing nobody made, in withholding tax nobody modeled, or in a share transfer that needs a civil-law notary. Shares in a German GmbH or a Dutch BV change hands by notarial deed, so the closing checklist carries appointments a Delaware stock power never does.
We draw the architecture before a term sheet circulates: which entity buys and where it is resident, which regimes the deal triggers, and the order in which the conditions must be satisfied. Merger control, investment screening such as CFIUS and the UK's National Security and Investment regime, and since 2023 the EU's Foreign Subsidies Regulation each run on their own clock; the longest is filed first.
We advise on US law and on the structure of the whole transaction, and coordinate locally admitted counsel wherever local law has to be opined on, through partner firms in London and Dubai and a partner network in about 51 jurisdictions. One partner in Chicago is accountable from first call to last local closing; each jurisdiction's law comes from lawyers admitted there.
Designing the acquisition structure across borders, from the location of acquisition vehicles and the form of the combination to the sequencing of steps, so the corporate, tax, and regulatory consequences in each country are deliberate.
Assessing exposure to CFIUS, the UK National Security and Investment regime, and comparable screening mechanisms, and preparing any required filings in coordination with locally admitted counsel where a deal touches sensitive sectors.
Mapping merger-control thresholds across competition regimes, sequencing the notifications, and coordinating the substantive analysis with local competition counsel so the path to closing is charted at the outset.
Coordinating legal, tax, and regulatory diligence across jurisdictions, covering corporate records, contracts, employment, sanctions, and anti-corruption exposure, into a single coherent picture of the target and its risks.
Planning the deal structure with withholding, treaty relief, and repatriation in view, coordinating with tax and local counsel so the after-tax economics and the mechanics of moving funds across borders are settled before signing.
Managing signing-to-closing conditions and post-closing integration across entities, with one partner coordinating registered or locally admitted counsel in each jurisdiction so nothing falls between firms.
In the European Union employees transfer with a business automatically in an asset deal, and in France and the Netherlands the works council is consulted before a binding agreement is signed, not after. A buyer's plan to pick its hires does not survive the border; the consultation sets the signing date.
CFIUS can review any foreign acquisition of control of a US business, and filing is mandatory for some deals in critical technology. In the United Kingdom an acquisition in one of 17 sensitive sectors must be notified and approved first; one completed without approval is void. Screening comes before announcement.
Most merger-control regimes are suspensory: no closing until each has cleared. The European Commission's Phase 1 takes 25 working days from a complete notification, and the pre-notification talks are uncounted. The UK regime is voluntary, yet the CMA can call a deal in and order it held separate after closing.
Where the acquisition vehicle is resident sets the withholding on dividends, interest and royalties, and under the OECD principal purpose test treaty relief is denied when obtaining it was a principal purpose of the structure. A holding company inserted for treaty access alone fails, so substance is planned with the chart.
Advice on the law of another country has to come from counsel admitted there. We coordinate registered or locally admitted counsel and do not opine on foreign law ourselves.
A closing in Chicago, Frankfurt and Singapore is more than half a day wide. Funds, notarial deeds and registry filings are sequenced so no party is unsecured overnight, a matter of escrow mechanics and a single closing memorandum. One partner holds that memorandum and every local firm works from it.
Before a term sheet circulates, the whole acquisition structure is drawn: where the buying vehicle sits, which treaty network it draws on, and every merger-control, foreign-investment, and sector regime the deal will trigger, mapped into a single filing calendar.
Local counsel in each jurisdiction run corporate, employment, sanctions, and anti-corruption diligence to one specification. The findings converge into a single risk picture, which is priced into the purchase agreement as conditions, covenants, and indemnities.
Between signing and closing, the notifications go out in sequence to CFIUS, the UK NSI regime, and each competition authority whose thresholds the deal meets. The long-pole review is filed first, because the slowest regulator sets the timetable.
Funds flow through the planned structure with withholding and repatriation already settled. Local closings execute in their own languages and formalities on one coordinated day, and integration begins with every entity, consent, and post-closing filing on a single checklist.
A border never stopped a well-drawn deal. Unmapped borders have stopped many.
One in which the buyer, the target or the assets sit in more than one country, so that more than one legal system has a say in whether and how it closes. The filings it triggers follow the parties' turnover and footprint rather than the target's headquarters: two US companies can need merger-control clearance in Germany or Austria because both sell enough there, and a target with a UK subsidiary in a sensitive sector brings the National Security and Investment regime with it. The work is wider than a domestic deal of the same size because every border adds a regulator, a tax authority and a set of employment rules.
One partner in Chicago is accountable for the whole transaction. We advise on US law and on the structure and sequencing of the deal, and we retain and direct locally admitted counsel in each jurisdiction whose law is in play, drawing on London and Dubai through partner firms and a partner network in about 51 jurisdictions. Every local firm works to one diligence specification and one closing memorandum, so the findings arrive in a form that can be priced into a single purchase agreement rather than six. You deal with one timetable and one person who answers for it.
Many countries screen inbound acquisitions on national-security or strategic-sector grounds, through CFIUS in the United States, the National Security and Investment regime in the United Kingdom, and comparable mechanisms elsewhere. Where a deal involves sensitive technology, infrastructure, or data, these reviews can condition or block a transaction, so we assess exposure early and prepare any required filings in coordination with locally admitted counsel.
By mapping thresholds first and filing the slowest regime first. Each competition authority tests the parties' turnover or assets in its own territory, so a deal between two US companies can be reportable in Germany and not in the United States. Most regimes are suspensory and the deal cannot close until every one has cleared, which makes the longest review the critical path; the European Commission's Phase 1 runs 25 working days, and a Phase 2 adds 90 more. Local competition counsel handle the substantive analysis in their own jurisdictions while we keep the filings, the timetable and the purchase agreement's regulatory covenants consistent.
Structure decides the tax outcome, and most of it is decided by where the acquisition vehicle sits. That choice fixes the withholding on dividends and interest paid up from the target and whether a treaty reduces it, subject to the principal purpose test. A US buyer acquiring a foreign corporation can also make a unilateral Section 338(g) election to step up the target's asset basis for US purposes, which the foreign seller rarely cares about and the buyer's tax team usually does. On currency, the purchase price, the financing and the target's earnings are often in three different currencies; a deal-contingent hedge fixes the rate between signing and closing without leaving the buyer exposed if the deal fails. Exchange-control approvals in some jurisdictions are closing conditions in their own right.
Hart David Carson LLP advises on US law and the structure and strategy of the overall transaction, and we coordinate with registered or locally admitted counsel in each jurisdiction where the matter requires advice on local law. That model gives you a single accountable partner managing the deal while each jurisdiction's requirements are handled by lawyers admitted there.
Separating a business unit, subsidiary, or asset from its parent, with transition services, stranded-cost analysis, and the structuring a clean separation requires.
Explore →Acquiring a public company and taking it private, with the special-committee process, fairness considerations, and disclosure obligations that attend a going-private deal.
Explore →Structuring and governing joint ventures and strategic alliances, from contribution and control to deadlock and exit, where two businesses combine effort without a full merger.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.