These days, U.S.-based companies planning overseas acquisitions need to prepare for regulatory snags. Political flux in Europe and Asia won’t necessarily make cross-border deals more difficult. But you need to be aware of how regulations have — or might be — changing and keep on top of them.
Before attempting a foreign acquisition, make sure you’re familiar with all M&A enforcement authorities and know which ones require approval before you proceed. This means identifying every country or region where your target has a business presence, even if the company isn’t domiciled there.
The global merger enforcement landscape is different today from what it was five years ago, and will be changing in years to come. In particular, pay close attention to:
Brexit. When the United Kingdom leaves the European Union (possibly by 2019), Britain will need to establish new M&A enforcement rules with requirements potentially different from those of the EU.
European Union. The European Union has a reputation for being more aggressive than the United States when it comes to deals it believes have monopolistic potential. Google’s recent record-high antitrust fine may signal that the European Union is planning to take a harder line in the future on what it perceives as competitive abuses.
China. As recently as a decade ago, the Chinese government imposed only minor regulatory restrictions on M&As. Since then, the Chinese Minister of Commerce (MOFCOM) has become more assertive. China is known to delay deal approvals by requesting extensive information and documentation. Transparency about MOFCOM’s decision-making process has also become an issue.
To execute a foreign acquisition successfully, you should have knowledgeable sources in the target company’s country or region. Consider hiring local advisors or an international law or investment banking firm with extensive global operations and a proven record of obtaining approval for acquisitions made by U.S. buyers.
If antitrust issues arise, your legal and financial advisors can provide you with inside information on the type of divestments that might be required. They can also warn you about potential cultural miscommunications with regulatory officials and give you a sense of how long the approval process might take.
Cross-border M&As are challenging enough during times of relative stability. But when regulatory regimes are shifting, it’s all too easy to make deal-delaying or deal-killing errors. Establishing local contacts and hiring legal advisors in the target company’s country can help prevent serious holdups.