Acquiring a foreign company

[W]

Hi all, I have a quick question. If a company was acquiring another foreign company what are some of the considerations a lawyer would need to think of or instruct local counsel to do?

 

[TCLA Community Assistant]

Hi all, I have a quick question. If a company was acquiring another foreign company what are some of the considerations a lawyer would need to think of or instruct local counsel to do?

what have you thought of so far?

 

[W]

what have you thought of so far?

Tax considerations, cultural differences, different financing arrangements (i.e acquiring a foreign company which is a country that uses Islamic financing), timing in terms of different time zones

 

[S87]

Tax considerations, cultural differences, different financing arrangements (i.e acquiring a foreign company which is a country that uses Islamic financing), timing in terms of different time zones

Good. But also laws and regulations...

 

[MarathonNotaSprint]

A good (current) example of this would be the planned takeover of Italian company PartnerRe by the French company Covea. Looking at the challenges their lawyers are facing (such as applying French law to the termination of the transaction) would really help you answer this question, I believe

 

[D]

I like to go through the departments of a law firm in these situations and think - What do they do? Would they be involved? So here, you might get to Competition, or whatever guise it comes in and then ask yourself: "Are there any competition/monopoly issues here that need addressing?". Do this for every department and you often will have a well-thought-out answer.

 

[TCLA Community Assistant]

Remember to focus on the bit about working with a regional counsel/partner firm - not what you as a firm would need to consider.

 

[W]

Good. But also laws and regulations...

Yes that would be the first point but was thinking more broader

 

[Frank]

competition, employment, labour, corporate law (what kind of acquisition, a large plethora of details that would take a huge post to describe), financial law (borrowing restrictions etc), tax, IP, etc. Can be from a few to lots. It's a long story. Google Allen & Overy anatomy of a deal to have a snapshot. It's a video on YT; it was very helpful when I watched it for the first time

 

[W]

competition, employment, labour, corporate law (what kind of acquisition, a large plethora of details that would take a huge post to describe), financial law (borrowing restrictions etc), tax, IP, etc. Can be from a few to lots. It's a long story. Google Allen & Overy anatomy of a deal to have a snapshot. It's a video on YT; it was very helpful when I watched it for the first time

Thanks Frank! so I guess it’s pretty much the same points you look for when doing a domestic acquisition but then also going a step further by applying international law etc and other variables

 

[Frank]

Thanks Frank! so I guess it’s pretty much the same points you look for when doing a domestic acquisition but then also going a step further by applying international law etc and other variables

You're very welcome. On your point, yes and no. You would be looking at potentially the same things (though it's likely to be more in cross-border transactions, particularly outside the EU/EEA), but international law is actually excluded (based on your specific question). International public law refers to the legal obligations and relationships between sovereigns (hence in a private transaction it's useless). International private law is more about uniformisation, but don't really see this applicable per se; eg in dispute settlement yes - the codified UNCITRAL rules would be used in arbitration maybe.

 

[W]

You're very welcome. On your point, yes and no. You would be looking at potentially the same things (though it's likely to be more in cross-border transactions, particularly outside the EU/EEA), but international law is actually excluded (based on your specific question). International public law refers to the legal obligations and relationships between sovereigns (hence in a private transaction it's useless). International private law is more about uniformisation, but don't really see this applicable per se; eg in dispute settlement yes - the codified UNCITRAL rules would be used in arbitration maybe.

Oh I see, thank you! So on your point on international private law, though like you say it might not be applicable depending on the transaction, would that usually cause for a situation where you would email the respective foreign legal counsels for local advice on that particular area of law?

 

[S87]

Oh I see, thank you! So on your point on international private law, though like you say it might not be applicable depending on the transaction, would that usually cause for a situation where you would email the respective foreign legal counsels for local advice on that particular area of law?

I do not think so

 

[W]

I do not think so

Why’s that?