Glossary
The courts that have authority to hear a dispute, fixed in cross-border contracts by an express clause so the parties know where they would litigate.
Why Transactions Cross Borders
from International Transactions
Modern businesses operate across multiple jurisdictions, and their legal needs follow. A UK-headquartered company acquiring a target in Germany with operations in Singapore involves at least three legal systems. Cross-border transactions require lawyers to navigate different regulatory regimes, tax systems, employment laws, and commercial practices simultaneously. The growth of global supply chains, multinational corporate groups, and international capital flows means that even mid-market deals increasingly have an international dimension. Understanding how legal systems interact — and where they conflict — is fundamental to commercial practice at any international firm.
Cross-Border M&A
from International Transactions
An international acquisition involves multi-jurisdictional due diligence, where local counsel in each relevant country reviews the target's compliance, contracts, and litigation exposure. Regulatory clearances may be required from multiple competition authorities — the CMA in the UK, the European Commission in the EU, and DOJ/FTC in the US — each with different thresholds, timelines, and substantive tests. The transaction documents must address governing law (which country's law governs the contract) and jurisdiction (which courts resolve disputes), choices that can have significant practical consequences. Tax structuring is often the most complex aspect, as buyers seek to minimise the overall tax cost of the acquisition while complying with transfer pricing rules and anti-avoidance legislation in each jurisdiction.
Governing Law
The legal system chosen by the parties to determine their contractual rights and obligations — English law is the most common choice for international commercial contracts.
Jurisdiction Clause
A contractual provision specifying which courts have the power to hear disputes arising from the agreement.
Sanctions
Restrictions imposed by governments on trade, financial transactions, or dealings with specific countries, entities, or individuals for foreign policy or security reasons.
Export Controls
Laws restricting the export of military, dual-use, and sensitive goods and technology to certain destinations or end-users.
BIT (Bilateral Investment Treaty)
An agreement between two states establishing protections for foreign investors, including rights to fair treatment and compensation for expropriation.
ISDS (Investor-State Dispute Settlement)
The arbitration mechanism through which foreign investors bring claims against host states under bilateral or multilateral investment treaties.
Transfer Pricing
The rules governing how transactions between related entities in different jurisdictions are priced, designed to prevent profit shifting to low-tax jurisdictions.
Force Majeure
A contractual clause excusing performance when extraordinary events beyond the parties' control (war, natural disaster, pandemic) make it impossible or impracticable.