Middle Market M & A, 2nd Edition

CHAPTER 20Cross‐Border Considerations^a

As mentioned in Chapter 1, we primarily speak to the U.S. middle market in this handbook. However, we know that many of the concepts and dynamics discussed are playing out in middle markets across the globe. So, as we conclude the body of this book, we thought it important to provide some guidance for cross‐border transactions. Those experienced in making acquisitions of non‐U.S. companies or selling to a non‐U.S. buyer already know that a cross‐border dimension adds many layers of complexity for the U.S. domestic party and its supporting team, whether as a buyer or a seller.

The goal of this chapter is to provide a high‐level survey of cross‐border considerations and to highlight areas to investigate in shaping your deal strategy and pursuing a transaction. We encourage you to use this chapter as a primer and a checklist of topics about which to dig deeper.

Where practical, we delineate concepts and notes for both a domestic selling transaction (referred to as an inbound M&A) and a domestic buying transaction (referred to as an outbound M&A). In other words, inbound is when a domestic company is being acquired by a foreign company, and outbound is when a domestic company is buying or acquiring a foreign company. While much of this chapter focuses on the United States as the domestic country, the concepts of inbound and outbound transactions generally hold true no matter where you are located.

This chapter starts with an overview of the ...