June 27, 2019

Cross-Border M&A: A Guide to U.S. Legal Considerations

Wachtell Lipton recently published this 93-page guide to the U.S. legal considerations applicable to cross-border transaction.  Here’s an excerpt from the intro:

Cross-border M&A transactions can be among the most complex and challenging to execute, but can also provide substantial benefits to companies seeking to enhance their competitive position in the global marketplace. The purpose of this Guide is to discuss certain U.S. legal considerations relating to cross-border M&A transactions. In particular, the Guide focuses on two common types of transactions:

– acquisitions of U.S. companies by non-U.S. companies (or “inbound” M&A); and
– acquisitions of non-U.S. companies.

Note in this regard that the second type of transaction above is not limited to non U.S. target companies with securities listed in the United States, nor is it limited to “outbound” cross-border transactions in which the acquiror is a U.S. company. Even an acquisition of a company incorporated and listed only in a foreign jurisdiction, by an acquiror that is itself neither incorporated nor listed in the United States, can implicate the U.S. federal securities laws.

In addition to an extensive review of potential issues under the federal securities laws, the guide also addresses state laws, listing rules, and antitrust & national security considerations.

John Jenkins