Cross-Border U.S. Private Target Acquisitions: Before The Deal

This practice note discusses a high-level overview of key distinctions of U.S. private mergers and acquisitions (M&A) legal concepts and market practice for non-U.S. companies considering an acquisition of a U.S. private company (i.e., a target company incorporated under the laws of a U.S. state). With the current regulatory and financing environment, cross-border transactions are facing a level of complexity and scrutiny that requires transacting parties to be well-prepared in advance for differences in practice and underlying principles across jurisdictions. This practice note examines assumptions surrounding U.S. private M&A market practice and distinguishes the myths and the truths that may arise in a cross-border transaction.