Cross-border M&A
The best buyer is often in another country
Foreign strategics often pay the most for market access. Map the approvals, tax and currency work before outreach, and you can compare every bid on price and certainty together.
On this page
Any sector, any market. If your route isn’t in the planner, bring it to us anyway.
Deal route planner
Where is the business, and where is the buyer?
Pick both countries and tick what applies. You’ll see every workstream the deal triggers, which ones must clear before closing, and the one that sets the date.
Earliest realistic close
6–16 weeks
Must clear before closing
1
Sets the date
National Security and Investment Act
- National Security and Investment ActInvestment Security Unit, Cabinet Officecritical pathTypically 6 to 16 weeks, before closing
Mandatory notification. Seventeen named sectors, including AI, data infrastructure, computing hardware and cryptographic authentication, need approval before closing. 30 working days to review, extendable if the deal is called in.
- Merger controlCompetition authority
Only above size thresholds. CMA merger control is voluntary; larger overlapping deals are often briefed informally. Most lower mid-market digital deals fall below them.
- Data transfer setupPrivacy counsel on both sidesTypically 4 to 8 weeks, in parallel or after closing
Runs in parallel. Transfer mechanisms such as standard contractual clauses, intra-group data agreements and updated privacy notices, ready for day one.
- Tax and structureTax advisers in both countries
Always, in parallel. Share or asset deal, the holding company the buyer uses, withholding tax on deferred or earn-out payments, and transfer duties.
- Currency and settlementBuyer, seller and escrow agent
Always, in parallel. Agree the price currency, who carries the exchange-rate move between signing and closing, and where escrow sits.
Solid bar is the typical fast case, faded bar the typical long case. Ranges are modelled from typical reviews and are a starting map, not legal advice; every authority sets its own clock and thresholds change each year.
Where cross-border value is won
Three things that decide what the seller actually keeps
The approval sets the date, not the lawyers
In most cross-border deals one filing is the critical path. Find it in week one and the long-stop date, the price mechanism and the buyer’s financing all fit around it.
Currency moves the real price
A 5 percent swing between signing and closing on a cross-currency deal is real money. Agree the pricing currency and any locked-box or hedging terms upfront.
Deferred money crosses borders twice
Earn-outs and vendor loans paid across a border can attract withholding tax. Structured well, the seller keeps far more of the headline price.
How we run it
International buyers, one timetable
We coordinate counsel and tax advisers in each country so every bidder is judged on price and certainty side by side.
- 01
Map the route
Before outreach we list every approval the likely buyer groups trigger, so each bidder’s timetable is comparable.
- 02
Rank buyers by certainty, not only price
A slightly lower bid from a buyer with no screening risk can be worth more than a higher one that needs a year of approvals.
- 03
Brief the critical regulator early
Informal pre-filing contact shortens formal reviews and surfaces conditions before they reach the agreement.
- 04
Write the risk into the agreement
Conditions, long-stop dates, reverse break fees and currency terms that put the regulatory risk where it belongs.
- 05
Close and settle cleanly
Funds flow, escrow, post-closing notifications and data transfers lined up so day one runs on time.
Questions
Selling across borders
Does selling to a foreign buyer always need government approval?
No. Most digital businesses can be sold to a buyer in another country without any investment approval. Filings are triggered by sensitive sectors, certain data, licences, state-linked buyers or size thresholds. The planner on this page shows which apply.
How long do foreign investment reviews usually take?
Typical ranges are 6 to 16 weeks for the UK’s national security regime, 10 to 26 weeks for a full US CFIUS review including pre-filing, and 8 to 24 weeks for EU member-state screening. Simple cases can be quicker, contentious ones longer.
Who pays if a regulator blocks the deal?
That is negotiated. Sellers facing a buyer with screening risk can ask for a reverse break fee, tight long-stop dates and an obligation on the buyer to accept reasonable conditions.
Should I prefer a domestic buyer to avoid all this?
Not necessarily. Foreign strategic buyers often pay more for market access. The right move is to compare bids on price and certainty together, which is what a well-run process does.
Do you work on deals outside the markets listed?
Yes. The planner covers common routes, but we work on any sector in any market. Bring it to us anyway.
Private, under NDA
Bring us the buyer map. We’ll plan the route to close.
Founders, boards and investors selling to international buyers, or buying abroad. Share it privately and we’ll show you how each buyer group changes price, timing and certainty.