Across the Pond: Navigating M&A Differences Between US and European Buyers

Mergers and acquisitions (M&A) play a pivotal role in shaping global business landscapes. But when buyers and sellers hail from different continents, cultural and legal nuances can complicate the process. In the vibrant arena of M&A, navigating the contrasting approaches of American and European players is crucial for a smooth deal.

Deal Structuring:

• Locked Box vs. Closing Adjustment: US deals often favor a “closing adjustment” mechanism, where the target’s financial performance between signing and closing impacts the final purchase price. In Europe, “locked box” structures are more common, fixing the price at signing, potentially shifting risk to the buyer.

Disclosure and Warranties:

• “Buyer Beware” vs. Sellers on Their Toes: US transactions typically involve extensive seller representations and warranties, with broad indemnification clauses for breaches. European M&A leans towards “buyer beware,” placing the onus on buyers to scrutinize data rooms and identify potential issues.

Termination Rights and Walkaway Provisions:

• US Exit Strategies vs. European Commitments: US agreements often grant buyers more “out” options through termination clauses and “material adverse change” provisions. European deals tend to be more binding, with fewer contingencies for pulling out once signed.

Regulatory Landscape:

• CFIUS vs. EU Competition Review: US deals involving foreign buyers face scrutiny from the Committee on Foreign Investment in the United States (CFIUS). In Europe, mergers go through the European Commission’s competition review process, with different thresholds and considerations.

Negotiation Style and Pace:

• Direct and Deal-Centric vs. Relationship-Focused: US negotiations tend to be quicker and more direct, focusing on deal terms. European negotiations prioritize relationship building and may involve slower, more consultative processes.

Financing Approaches:

• Equity-Heavy vs. Debt-Driven: US M&A often rely heavily on equity financing. European deals, particularly large ones, frequently involve bank loans and debt syndication.

Cultural Considerations:

• Open Communication vs. Hierarchy and Formality: US dealmaking culture promotes open communication and informality. European culture often emphasizes hierarchical structures and formal communication styles.

Understanding these differences is essential for both US and European players venturing into cross-border M&A. By acknowledging and adapting to these unique approaches, buyers and sellers can pave the way for successful transactions that bridge continents and foster global business growth.