Cross-border mergers and acquisitions in emerging market jurisdictions require a fundamentally different approach to risk allocation and deal structuring than transactions in developed markets. Political risk, currency controls, regulatory uncertainty, and limited legal precedent create challenges that sophisticated deal counsel must navigate proactively.
This article draws on the firm's extensive experience advising on complex cross-border transactions to examine: optimal deal structures for emerging market acquisitions; representations, warranties, and indemnification frameworks; MAC clause drafting considerations; regulatory approval strategies; and post-closing integration challenges.
Senior Partner James R. Fairmont and Partner David K. Okafor co-authored this article based on their combined experience advising on more than 200 cross-border transactions across five continents.