Cross-border M&A transaction meaning

Cross-border private M&A transactions-checklist When a private M&A deal spans several jurisdictions, you will typically need to factor in extra considerations for how the transaction is planned, structured and carried out. This checklist provides pragmatic guidance on the principal cross-border points for legal teams to weigh up when advising on an international private M&A deal, helping to secure a successful result. Issue Guidance Compliance issues If the deal touches parties or assets in a territory classified as ‘high risk’ under relevant anti-money laundering rules or guidance, you must apply enhanced client due diligence and maintain ongoing oversight for possible money laundering or terrorist financing. These monitoring duties are especially heightened throughout due diligence. Sanctions Advisers on cross-border matters should also remain alert to states subject to international sanctions (under UK, EU, UN or US regimes). Interacting with sanctioned persons can give rise to reporting duties and/or criminal exposure. New clients and other pertinent parties should be screened against the applicable sanctions lists. Instructing...

In this issue: Commercial Competition and state aid Corporate Free movement, immigration and employment Financial services Energy Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade Daily and weekly news alerts New and updated content Trackers Commercial Commission launches consultation on Standardisation Regulation revision The European Commission has opened a call for evidence within its planned revision of the Standardisation Regulation. The initiative aims to remedy shortcomings found during the Regulation’s evaluation and to hasten the creation of systemic standards that bolster the EU’s resilience alongside its green and digital transitions. Stakeholders are invited to provide their views to inform the further development of the proposal. The consultation closes on 21 July 2025. See: LNB News 25/06/2025 29. Competition and state aid Mergers—Commission unconditionally clears Liberty Media/Dorna merger after phase II Following a phase II investigation (M.11539), the Commission granted unconditional clearance...

2026 international arbitration trends M&A and securities disputes Settling M&A and securities conflicts is becoming ever more intricate, notably in cross-border deals and joint ventures that bring multiple stakeholders to the table. Global M&A volumes rose by 10% in the first nine months of 2025 versus the same period in 2024, underscoring the continued rise of high-profile mergers and acquisitions. As transaction values and strategic stakes climb, so too does the scope for contention around contractual terms, including rights of first refusal (ROFR) and change of control clauses. High-profile arbitration among Exxon Mobil Corp, Hess Corp, Chevron Corp and China National Offshore Oil Corp (CNOOC) concerning a joint operating agreement Adjustments by the US Securities and Exchange Commission (SEC) to its long-standing opposition to mandatory arbitration clauses in public company registration statements These developments highlight critical considerations when drafting relevant agreements and arbitrating M&A disputes. The Exxon-Hess arbitration Among 2025’s standout M&A arbitrations was the dispute stemming from the Stabroek...

This Practice Note is part of Share purchase transaction collection. The disclosure process requires the seller to prepare a disclosure letter, which is finalised and signed on exchange. Although both it and due diligence involve supplying the buyer with information about the target, the letter serves a distinct function. It enables the seller to qualify the warranties set out in the warranties schedule to the share purchase agreement, thereby limiting potential liability under them. If, after a buyer’s warranty claim, the seller can demonstrate that a matter was disclosed to the buyer (and that the standard of disclosure in the share purchase agreement was met), the buyer’s claim will not succeed. The disclosure letter includes: general disclosures: information and documents of a general nature (such as searches of public registers) that are deemed disclosed to the buyer (even though general disclosures are usually a short list, the breadth of issues they cover often requires considerable negotiation) specific disclosures: a list of particular matters relating to...

Investors in high yield paper are now exerting a far greater influence on restructurings. Historically, despite high yield instruments appearing in a number of sizeable European corporate capital stacks, talks around restructurings were largely led by senior banks and other syndicated lending groups. The key reason was that high yield notes were frequently unsecured, offering minimal, if any, return on a winding-up, in contrast to leveraged loans, which are commonly secured. As a result, high yield holders generally wielded little sway over restructuring discussions. Strategy and types of holders Following the 2008 global financial crisis, leveraged finance has shifted towards greater use of high yield bonds, in part due to tighter leveraged lending rules and guidelines for loans. Alongside buoyant M&A propelling market expansion, European issuers have often tapped the high yield market to replace senior, mezzanine and second-lien leveraged loans, opting to refinance through notes rather than loans. These refinancings frequently meant the new high yield issuance shared security and guarantee packages comparable to the loans they...

This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...

Heads of terms—private M&A—share purchase—cross-border Strictly private and confidential To: [ Insert seller name ] [ Insert potential seller address ] (the Seller) FAO: [ insert name of relevant contact at the seller ] Date: [ insert date ] Subject to contract Dear [ insert name of relevant contact at the potential seller ], Proposed acquisition of the entire issued share capital of [ insert target company name ] (the Company) from [ insert potential seller name ] (the Seller) 1 Introduction Following our recent conversations, this letter outlines the key terms and conditions on which we, [ insert buyer name ] or another company within our group (the Buyer), intend to purchase all issued shares in the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, collectively, they are the parties. The provisions in this letter are not comprehensive and [ , with the exception of paragraphs [ 7.3, ] 8, 9 and...