Cross-Border M&A Transactions: A Comparative Analysis of Legal Regimes

Kapustina Ekaterina

Citation: Kapustina Ekaterina, "Cross-Border M&A Transactions: A Comparative Analysis of Legal Regimes", Universal Library of Business and Economics, Special Issue.

Copyright: This is an open access article distributed under the Creative Commons Attribution License, which permits unrestricted use, distribution, and reproduction in any medium, provided the original work is properly cited.

Abstract

The article examines the key legal mechanisms affecting cross-border M&A transactions. It provides a comparative analysis to assess the “regulatory friction” investors encounter in planning and executing cross-border deals. The relevance of the study is determined by the growing share of cross-border transactions in the total M&A volume and the increasing complexity of the regulatory landscape: the expansion of foreign direct investment screening, the tightening of antitrust procedures, and the introduction of ESG disclosures create multilayered barriers that affect deal value and closing timelines. The work aims to conduct a systematic comparative analysis of corporate and public-law institutions and contractual instruments for ESG hedging and choice of dispute-resolution jurisdiction. The novelty of the research lies in integrating data from 7 authoritative sources. The study demonstrates how a combination of low notification thresholds, broad regulator powers, and various corporate defence mechanisms extends timelines and increases transaction costs, and how standard contractual ESG practices and arbitration selection can partially hedge this uncertainty. The main findings show that: in the USA, director-centric “poison pills” raise the negotiating price and timeline; in the UK, strict board neutrality reduces managerial friction but intensifies competition among bidders; in the EU, heterogeneity of national board neutrality options creates “legal arbitrage” and forces deal structures to be adapted to each jurisdiction. The article will be helpful to lawyers, financial advisers, and corporate strategists involved in planning and supporting cross-border M&A transactions.


Keywords: Cross-Border M&A, Regulatory Friction, FDI Screening, Antitrust Control, Poison Pill, Board Neutrality, ESG Indemnities, Arbitration.

Download doi https://doi.org/10.70315/uloap.ulbec.2022.001