Comparing Private M&A Transactions In The U.K. And U.S.

Introduction

Cross-border M&A transactions in the U.K. and U.S. remained prevalent in 2021 and into early 2022 despite the economic uncertainty that exists in today's markets. Many involved in those transactions were forced to confront a simple but important question: which laws and practices should regulate the transaction? The answer to this question has important implications for those involved in future transactions.

From a seller's perspective, an English law-styled and governed share purchase agreement is often preferred as it generally results in the sellers facing less potential exposure. By contrast, a U.S.-styled agreement gives buyers stronger recourse should things go wrong. The ultimate choice often depends on the negotiation strength of the parties, the jurisdiction in which the target is located and the method by which the transaction is being conducted.