International mergers and acquisitions are transactions in which companies from different countries are combined or acquired. At Musch Legal, we advise Dutch parties on cross-border M&A from strategy to signing and closing. The legal complexity lies in due diligence regarding jurisdictions, SPA structuring, R&W, concentration control, and post-closing integration. Poor preparation often costs 8-15 percent of the transaction value.
What is the legal problem? (What makes cross-border M&A complex?)
International M&A combines corporate law, tax law, employment law, IP law, and competition law from multiple jurisdictions. Due diligence must be organized per country. An SPA balances buyer and seller interests via R&W, caps, baskets, and survival. Concentration control under EU and national regimes can block a transaction. Post-closing integration affects employment relationships and operational systems. Incorrect structuring costs transaction value.
What does the law say? (Which frameworks affect M&A?)
The EU Concentration Regulation (Regulation (EC) 139/2004) governs the EU notification obligation above turnover thresholds (250 million euros in combined EU turnover plus 100 million euros in the Dutch threshold). Under Dutch law, the Competition Act regulates domestic concentrations via the ACM. For SPAs under Dutch law, this applies to Book 7 of the Dutch Civil Code (sales) and Article 6:228 of the Dutch Civil Code (misrepresentation). For FDI screening, the Vifo Act applies since June 1, 2023. For private equity, the Capital Requirements Directive and AIFMD apply.
For R&W, voluntary models apply, such as the American Bar Association Model SPA and IBA's M&A Practice.
Phase
Main activity
Duration
Strategy
Target seeking + LOI
1-3 months
Due Diligence
Legal, financial, tax, commercial
6-12 weeks
SPA negotiation
R&W, caps, indemnities
4-8 weeks
Concentration notification
EU + national authorities
1-6 months
Closing + integration
Closing actions + post-closing
Variable
Phase
Main activity
Duration
Strategy
Target search + LOI
1-3 months
Due Diligence
Legal, financial, tax, commercial
6-12 weeks
SPA negotiation
R&W, caps, indemnities
4-8 weeks
Concentration notification
EU + national authorities
1-6 months
Closing + integration
Closing actions + post-closing
Variable
What risks do companies face? (What goes wrong in M&A?)
Too superficial due diligence leaves hidden debts, disputes, or compliance issues. An awkward SPA with overly broad R&W exposes the seller to claims for years. Concentration control violation leads to fines under Article 14 of the Concentration Regulation of up to 10 percent of turnover. Incorrect tax structuring weakens participation exemption under Article 13 of the Corporate Income Tax Act 1969. Post-closing integration fails to achieve synergy targets.
Practical example from our practice (How did we optimize a cross-border SPA?)
Musch Legal advised a Dutch buyer on the acquisition of a British subsidiary for 18 million euros. Our due diligence revealed a missed tax claim of 1.4 million euros and an employment law issue. We negotiated a price adjustment of 1.6 million euros, indemnity for tax risk with escrow of 15 percent of the purchase price for seven years, plus W&I insurance with Liberty for residual risk. The client slept better, the seller had a clean exit, and the transaction went ahead.
What can you do? (How do you structure cross-border M&A?)
Plan due diligence per jurisdiction with legal, financial, tax, and commercial. Negotiate SPA with R&W, caps (10-25 percent), baskets, and survival per category. For material risks: indemnities with escrow. Consider W&I insurance for residual risk. Notify the concentration with the EC or national authorities under Regulation 139/2004. Assess FDI screening under the Vifo Act. Engage Musch Legal as deal lead with local counsel.
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