Lawyer
Expert in financial and international corporate law. Extensive experience advising FinTech and licensed companies across the EU, UAE, US, and East Asia. Focused on AML/KYC compliance, M&A transactions, company registration and licensing, and regulatory and banking interactions.
International M&A Services
The modern global mergers and acquisitions (M&A) market is not just about buying assets. It is a multi-layered strategic game with rapidly changing rules.
Participants in international M&A face complex risks related to regulatory requirements, tax traps, and cultural differences. A cross-border transaction is always a collision of different legal worlds. Without the right legal architecture, even the most promising deal can turn into a multi-billion-dollar destruction of shareholder value.
How to structure an international M&A transaction
Choosing the transaction structure is always a compromise between speed and security. In international practice, two main scenarios dominate: acquisition of corporate rights (Share Deal) and acquisition of assets (Asset Deal). The first option is classic: you buy the entire company, together with all its contracts, licences and… hidden skeletons in the closet. The second option is “cherry-picking”, where you choose only the necessary assets, facilities or patents, leaving debts and questionable reputation to the seller.
Each of these approaches has its advantages and critical drawbacks, which we have systematised in the table below.
| Comparison parameter | Acquisition of shares (Share Deal) | Acquisition of assets (Asset Deal) |
| Object of sale | Corporate rights (shares/equity interests) | Specific property, rights, contracts |
| Buyer’s risks | Inherits the entire history and liabilities | Assumes only defined obligations |
| Process complexity | Relatively simple, without changing the owner of each asset | Complex, requires re-registration of each object |
| Tax effect | Possible capital gains relief | Benefit from depreciation step-up in basis |
Legal Due Diligence when acquiring a business abroad
History has seen many examples where superficial audits led to disaster. Bayer’s $63 billion acquisition of Monsanto became a textbook example of how overlooked lawsuits can destroy $50 billion in market capitalisation. In 2026, Due Diligence is no longer a formal collection of documents. It becomes an aggressive stress test of the business model.
A proper review should necessarily cover the following areas:
- Financial and tax compliance: identifying off-balance-sheet liabilities, analysing Quality of Earnings, and checking aggressive tax optimisation schemes.
- Technology and ESG audit: assessing cybersecurity, AI solution architecture, and other factors that are becoming critical for investors in the EU.
- Legal integrity and sanctions: checking supply chains for links to sanctioned jurisdictions and compliance with anti-corruption legislation, including the FCPA.
Protection of buyer’s interests in M&A: Earn-out and W&I insurance
To minimise post-closing disputes, the global market has developed a clear set of instruments:
- W&I insurance (Warranty & Indemnity): transferring the risk of breach of seller’s warranties to an insurance company, allowing a “clean exit” from the transaction.
- Escrow accounts: full or partial deposit of funds to cover potential buyer claims during 12–24 months after closing.
- Financial thresholds (Baskets & Caps): setting liability limits below which claims are not brought, so resources are not wasted on legal trifles.
Regulatory risks in international mergers and acquisitions
Even if the agreement is perfect, a regulator may still block it. In 2025–2026, protectionism has become the new normal. Governments increasingly use foreign direct investment (FDI) screening to protect national security, especially in defence and energy sectors. The presence of Prikhodko & Partners experts across international jurisdictions allows these barriers to be assessed in advance.
Key regulatory challenges today include:
- EU Foreign Subsidies Regulation (FSR): a new instrument requiring buyers to report any state support received from outside the EU.
- Antitrust control: combating “killer acquisitions”, where large companies acquire small innovators simply to stop competition, which is especially relevant in pharmaceuticals, Big Tech and FinTech.
- National security screening (CFIUS in the United States, NSIA in the United Kingdom): the possibility of blocking transactions even after completion if they are suspected of threatening state interests.
Get support from an M&A lawyer
Prikhodko & Partners expertise: how we support complex international transactions
Work in international corporate law requires a deep understanding of market mechanisms and the ability to anticipate the opponent’s next steps. Prikhodko & Partners specialises in supporting cross-border transactions in the most dynamic sectors of the economy. Our team provides full-cycle transaction support — from developing a tax-efficient structuring model to final post-integration.
We understand that legal support for modern business is not about filling in paperwork, but about risk management. Our experience covers work in the jurisdictions of the European Union, the United Kingdom, Canada, Latin America, the United States and leading financial centres in Asia.
Clients of Prikhodko & Partners gain access to an ecosystem that combines legal audit, strategic consulting and practical assistance with obtaining licences and registrations (MSO, EMI, СASP, MSB, etc.), opening accounts and integrations anywhere in the world.
We do not simply support the transaction — we build a reliable legal foundation for the global expansion of your business, ensuring confidentiality, transparency and uncompromising protection of your interests in negotiations of any complexity.
Calculate the cost of services
1 question
Have you already identified the specific company or asset to be bought or sold?
2 question
Do you need to review the company’s corporate documents, debts, disputes, and tax risks?
3 question
Does the target company have licences, bank accounts, payment infrastructure, or regulatory approvals?
4 question
Do you need us to prepare or review an NDA, LOI, SPA, SHA, or other transaction documents?
Why can antitrust authorities block an international transaction?
Regulators intervene if a merger significantly restricts competition in the market or threatens national security, for example when critical technologies or energy assets are transferred under the control of a foreign entity. In 2026, special attention is paid to transactions in AI, semiconductors and personal data processing.
How long does Due Diligence take in cross-border transactions?
The duration of DD depends on the regulatory status of the business, jurisdiction, business structure, document order and quality, number of participants and other factors. On average, the process takes from 2 weeks to 6 months.
What strategic advantages does acquiring a business provide?
Acquiring a business through M&A is a way to achieve goals quickly that would otherwise take years organically. Key strategic advantages include:
- Fast market entry
- Business scaling
- Access to technology and expertise
- Obtaining licences and regulatory status
- Strengthening competitive position
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