Cross-border mergers and acquisitions (M&A) are central to global growth strategies, but the way deals are done can feel very different depending on the jurisdiction.
For buyers entering the UK private company market, the process often feels more lawyer-led, detail-driven, and disclosure-heavy than they are used to at home. There also some cultural differences to overcome too
Edward Lee (Head of Corporate and M&A) outlines what makes the English Law approach distinctive, comparing it with other systems and sharing international perspectives to help foreign investors navigate the cultural and legal landscape.
The English Law approach to Private M&A
Under English Law private M&A transactions are shaped by two features:
- Detailed contracts: English law is a common law system and relies heavily on detailed drafting, meaning share purchase agreements (SPAs) often run over 100 pages.
- Disclosure-driven risk allocation: Buyers expect extensive due diligence and disclosure in relation to warranties. The disclosure letter is central as it shifts risk back to the buyer in ways that can surprise those unfamiliar with it.
Negotiations typically focus on warranties, indemnities, restrictive covenants, liability caps, and completion mechanics. Deal structures such as locked-box or completion accounts are common and choosing the right one is critical to getting the price right.
How it differs around the world; Part 1: Outside of Central Europe
Civil law jurisdictions (e.g. France, Germany, The Netherlands): Contracts are shorter, with greater reliance on statute. Clients from these systems often see English SPAs as overly long and the disclosure process as unfamiliar.
United States: Structurally similar but with a heavier reliance on W&I insurance, which shifts risk allocation. Negotiations can also be faster-paced and more adversarial.
“An important consideration in structuring is the variance and flexibility among the corporate laws of the various states within the US, which govern the formation of the corporate entities involved in a transaction, as against a single set of laws in England and Wales. Structuring is also driven heavily by tax considerations.
US M&A contracts set forth a wide range of probing representations and warranties, which provide for the indemnification basis. US indemnification covers the wider scope of the company’s business and compliance with laws than, UK warranties and indemnities, which tends to focus on specific areas of concern.
The buyer’s knowledge of an issue about the company will not usually preclude a buyer from a warranty or indemnity claim, unless negotiated away. Whereas in the UK a buyer’s actual knowledge will, at common law, exclude a warranty claim unless expressly stated otherwise.
A US representations and warranties insurance policy is generally comprehensive and contains fewer exclusions than found in UK policies. This kind of policy is more often found in larger transactions in the US because of the cost, but these policies are becoming more common in smaller deals too in the UK.
It is common in US transactions for the seller to agree to an escrow and/or holdback as a source of recovery for the buyer against negative purchase price adjustments and/or indemnification claims, which is not the norm in the UK. The amount is usually between 5% and 15% of the consideration value and for a period of 6 to 24 months”.
– Andrew Hudders, Spencer Fane New York, https://www.spencerfane.com/
Asia Central (e.g. India): Very similar to English contracts with a detailed SPA with representations, warranties, disclosures and indemnities being heavily negotiated. Given exchange controls and the need for valuation reports and significant reporting, many clauses specially on closing conditions, escrows, conditions precedent and subsequent are process driven and are set out in detail.
“Expect a lot of old-style language from the 19th and 20th century with archaic language and long sentences such as ‘This SPA is made by and between ABC, who for the sake of brevity and unless the context otherwise requires is hereinafter throughout the contract referred to as ‘ABC’…”.
– Aliff Fazelbhoy, ALMT Legal, Mumbai, www.almtlegal.com
Eastern Europe: The contracts are largely based on the Anglo-Saxon system and include elements typical of this model with certain adjustments stemming from the local regulations (e.g., extensive representations and warranties, indemnities, locked box or price adjustment mechanisms). Interest in insurance covering representations and warranties is also growing, something that was rather rare just a few years ago. However, specific requirements regarding the legal form of the contract are typical for this region – the presence of a notary may be required for the deal to be valid.
“Contracts are largely based on the Anglo-American system and incorporate elements typical of this model, with some adjustments stemming from local regulations. However, as with other statutory law systems, there are more references to statutory law, so English SPAs may seem overly casuistic on the one hand, while on the other, requiring less formality in the signing process”.
– Dorota Płoskowicz, Peterka Partners, www.peterkapartners.com
Asia-Pacific (e.g. Hong Kong): Deals often emphasise long-term trust and relationship-building. English transactions may seem more transactional and legalistic. They share the same common law system, and the legal framework for M&A in Hong Kong remains based on the same UK familiar principles, creating a trusted and predictable environment for investors.
“Hong Kong and UK have a long and special standing relationship. They share the same common law system, and the legal framework for M&A in Hong Kong remains based on the same UK familiar principles, creating a trusted and predictable environment for investors. This has provided a common language of law that has consistently facilitated reciprocal investment and deal flow between Hong Kong and UK. Furthermore, Hong Kong’s position within China under the “One Country, Two Systems” principle serves as a strategic gateway, enabling and encouraging Chinese buyers and investors to pursue M&A opportunities in the UK.”
– Francesca Biroli Justin Chow LLP Hong Kong
Mexico
“Mexican parties pay special attention in Representations and Warranties as standard. Collateral like insurance policies, escrow agreements are also standard requirements. Due Diligence is essentially needed. Mexican cross border professionals must be involved (legal counsels, accountants and tax experts). Like England, more time is spent negotiating warranties directly. Notices to antitrust authorities might be required based on the amount of the transaction”.
– Oscar Conde, Legem, www.legem.mx
Middle East: Personal trust and flexibility often outweigh contract detail. English deals, by contrast, can feel rigid and process heavy.
“In jurisdictions such as the UAE, cross-border transactions are commonly governed by English law or, on occasion, by the laws of one of the two financial free zones, DIFC in Dubai and ADGM in Abu Dhabi. DIFC law is a common law jurisdiction with English style statutory law and settled English law as persuasive authority, whereas in ADGM the law of England & Wales, as opposed to common law generally, applies directly alongside ADGM’s own regulations.
Transactions in Saudi Arabia are far more likely to be governed by Saudi law, although arbitration remains common. Deal documents are often briefer, and in the mid-market space, mostly without third party financing”.
– Hessam Kalantar, Kalantar Business Law Group, Dubai[DP1.1], www.kalantarlawgroup.com
Top 5 tips for foreign buyers
- Prepare for length and detail: Long contracts are standard so don’t be alarmed. They’re designed to give certainty.
- Take the disclosure process seriously: The disclosure letter is not a formality as it’s a key risk allocation tool.
- Expect lawyers to lead negotiations: English law places lawyers at the centre. Build this into your expectations.
- Get to grips with deal mechanics early: Understand the difference between locked-box and completion accounts from the outset.
- Lean into the detail: The cautious, risk-focused culture may feel unfamiliar, but it reduces disputes post-completion.
Final thoughts
For foreign buyers, English Law private M&A can feel slow, cautious, and lawyer heavy. But there is method in the detail as the process provides clarity, allocates risk with precision, and reduces future uncertainty.
By understanding how the English Law process differs from other jurisdictions (and preparing for the cultural and legal adjustments), international investors can approach deals with confidence. With the right advisers on both sides of the border, the English legal system can deliver exactly what cross-border M&A needs offering certainty in a complex world.
How we can help
Here at Blaser Mills, we regularly guide international clients through private M&A transactions in the UK. Our team works seamlessly with overseas counsel to bridge legal and cultural differences, ensuring deals run smoothly and risks are managed effectively.
If you are considering an acquisition in the UK, we would be delighted to discuss how we can support you.
For further information or advice please contact, Edward Lee, Head of Corporate on 07850 255907 or email edward.lee@blasermills.co.uk.
