How deals cross borders, and the frameworks governing global trade and investment.
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.
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.
International trade is governed by a framework of multilateral rules (the WTO agreements), bilateral free trade agreements (FTAs), and domestic legislation. Since Brexit, the UK has been building its own network of FTAs, independent of the EU's common commercial policy. Export controls restrict the transfer of military and dual-use goods and technology — an area of growing importance as geopolitical competition intensifies around semiconductor technology and advanced materials. Sanctions — restrictions imposed on countries, entities, or individuals for foreign policy or national security reasons — add a further layer of compliance that must be assessed in any transaction with an international element.
Governments borrow internationally by issuing sovereign bonds on global capital markets, governed by English or New York law. When sovereign borrowers face financial difficulty, the restructuring process is politically and legally complex — there is no international insolvency framework for states. Institutions such as the IMF (International Monetary Fund) and World Bank play central roles in providing emergency lending and supporting structural reform programmes. Development finance institutions (DFIs), such as the UK's British International Investment, finance infrastructure and private sector development in emerging markets, often alongside commercial banks. Lawyers advising in this space work at the intersection of public international law, finance, and policy.
Every cross-border contract must specify its governing law (the legal system that determines the parties' rights and obligations) and the mechanism for resolving disputes (court litigation or arbitration, and where). English law is the most widely chosen governing law for international commercial contracts, thanks to its well-developed body of case law, certainty, and the expertise of the English courts. The choice is governed by common law principles in the UK and the Rome I Regulation (retained in modified form post-Brexit). Jurisdiction clauses determine which courts can hear a dispute, and their enforceability depends on the specific rules of the relevant legal systems. Getting these clauses right at the drafting stage prevents enormously expensive satellite litigation later.
De-globalisation — or, more precisely, the reorganisation of global trade along geopolitical lines — is reshaping cross-border commercial activity. Concepts like friend-shoring (relocating supply chains to allied countries) and near-shoring (moving operations closer to home) reflect a shift from pure cost efficiency towards resilience and political alignment. Bilateral investment treaty (BIT) arbitration, where foreign investors bring claims against host states for expropriation or unfair treatment, has grown steadily — often involving claims worth billions. The proliferation of foreign direct investment screening regimes across the G7 means that cross-border deals increasingly face government review on national security grounds, adding time and uncertainty to transaction timetables.
Every Magic Circle and international firm operates across multiple jurisdictions, and understanding how cross-border deals work is essential. Interviewers want to see that you grasp why governing law matters, how sanctions affect deal execution, and what challenges arise when multiple legal systems interact. Discussing a recent cross-border deal or geopolitical development — and articulating its legal implications — demonstrates the global perspective these firms value.
“Why does the choice of governing law matter in a cross-border contract?”
What they're assessing
Understanding of a fundamental concept in international commercial law — and why it has practical consequences.
Answer skeleton
Governing law determines which country's legal rules apply to interpret and enforce the contract. This matters because legal systems differ in important ways: what counts as a valid contract, what remedies are available for breach, how implied terms operate, and what limitations apply to liability all vary between jurisdictions. In a dispute, the governing law determines the legal framework within which the court or arbitral tribunal decides the case. English law is frequently chosen in international contracts precisely because it is commercially sophisticated, well-understood, and produces predictable outcomes. The choice of governing law also interacts with jurisdiction clauses — which court or arbitral seat handles disputes — and enforcement, which depends on where the counterparty has assets.
“What additional legal complexities arise in a cross-border acquisition compared to a domestic deal?”
What they're assessing
Commercial awareness of what makes international M&A genuinely harder — showing you can think beyond the basic deal structure.
Answer skeleton
Cross-border M&A layers multiple jurisdictions onto an already complex process. Regulatory complexity multiplies: competition law approvals may be needed in several jurisdictions simultaneously, each with different thresholds and timelines. Foreign direct investment screening — such as the UK's National Security and Investment Act — adds another layer of governmental review. The due diligence scope expands: local counsel in each relevant jurisdiction must review local law compliance, and employment law, real estate, tax, and regulatory requirements differ across borders. Currency risk affects deal economics. Cultural and language differences can complicate negotiation and integration. And once completed, a cross-border structure must be maintained across multiple legal systems, each with its own reporting, governance, and tax obligations.
“How do sanctions affect the ability to complete a commercial transaction?”
What they're assessing
Awareness of a major and growing area of legal risk in international business — and the lawyer's role in managing it.
Answer skeleton
Sanctions are government-imposed restrictions on dealings with specified countries, entities, or individuals, typically for geopolitical reasons. In the UK, the Office of Financial Sanctions Implementation administers financial sanctions; the Export Control Joint Unit handles trade sanctions. For a commercial transaction, sanctions create several risks: a party to the deal, a beneficial owner, or even a counterparty bank may be a designated person — in which case the transaction may be prohibited. Lawyers conduct sanctions screening as part of due diligence and must ensure that payment flows, financing structures, and contractual counterparties are sanctions-compliant. Post-Russia sanctions since 2022 have dramatically expanded the scope and complexity of this work, and it now features in virtually every significant cross-border deal.
“How does a law firm advising on a multi-jurisdictional transaction manage the risk that different governing laws and court systems produce conflicting outcomes?”
What they're assessing
Practical understanding of the complexity of cross-border legal work — the candidate should show they have thought about how international deals are actually managed, not just that different countries have different laws.
Answer skeleton
Context: in a deal spanning multiple jurisdictions — say an acquisition of a target with subsidiaries in the UK, Germany, and the US — each jurisdiction's law governs different elements: the share transfer may be governed by English law, the German subsidiary's employment contracts by German law, and any antitrust filing by both CMA and DOJ requirements. Commercial implication: inconsistencies in legal outcomes (e.g., a warranty that is enforceable in England but not in a target jurisdiction) can leave a party without a remedy they thought they had — getting the governing law and jurisdiction clause right is a commercial necessity. Legal angle: lawyers must coordinate local counsel networks, agree a lead jurisdiction for the main transaction documents, and map which elements of the deal each local law governs — the Rome I and Rome II regulations govern choice of law for contracts and torts in the UK (retained post-Brexit). Current hook/your view: I think the coordination challenge is underappreciated — the skill of managing a network of local counsel while keeping the deal on track is something trainees encounter early in international seats, and it requires strong project management as much as legal knowledge.
“What are the legal implications for a UK company that wants to enter a new market in a country with significant political or legal risk — for example, a Gulf state or South-East Asian jurisdiction?”
What they're assessing
Commercial awareness of how UK companies structure international expansion and how lawyers help manage jurisdictional risk — connecting legal advice to business strategy.
Answer skeleton
Context: a UK company entering a high-risk jurisdiction must assess political risk (expropriation, currency controls, regulatory change), legal system risk (enforceability of contracts and judgments, rule of law), and regulatory risk (local ownership requirements, sector-specific licensing). Commercial implication: the structure of market entry — whether through a wholly-owned subsidiary, a joint venture with a local partner, or a licensing arrangement — is driven partly by what local law permits and partly by how much control the UK company needs to protect its intellectual property and commercial interests. Legal angle: lawyers advise on applicable bilateral investment treaties (which give the company recourse to international arbitration if the host state breaches treaty protections), local licensing requirements, data localisation laws, and anti-bribery compliance under the UK Bribery Act 2010 (which has extraterritorial reach). Current hook/your view: I think the Bribery Act is often underestimated as a practical constraint on market entry — the strict liability offence for failure to prevent bribery means that the adequacy of compliance procedures in the new jurisdiction is a legal question, not just a management one.
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