Cross-border transactions require careful coordination of legal structure, tax considerations, and negotiation strategy. Decisions made early in the process directly affect risk allocation, regulatory compliance, and deal certainty. At Du Plooy Law, we advise on the structuring and negotiation of international transactions to help you manage risk, align with your commercial objectives, and execute efficiently through closing. For a broader overview of cross-border transactions, see our Cross-Border M&A page.

What Is International Deal Structuring?

Deal structuring refers to the legal and commercial framework used to complete a transaction. It determines how the transaction is implemented and how risk, ownership, and obligations are allocated.

Key structuring considerations include:

• Transaction form, including asset purchases, share purchases, amalgamations, or other business combinations 
• Acquisition vehicle, such as direct acquisition, subsidiary, or holding company structures 
• Financing arrangements, including debt, equity, or hybrid instruments 
• Allocation of liabilities, including which obligations are assumed, excluded, or contractually allocated 
• Tax treatment across jurisdictions, including withholding taxes and structuring efficiency 
• Regulatory approvals and third-party consents required to complete the transaction 
• Jurisdiction-specific legal requirements, including foreign investment and industry regulation 

Structuring decisions directly impact closing mechanics, post-closing risk, and overall transaction value.

Common Cross-Border Deal Structures

Asset Purchase vs. Share Purchase

Asset Purchase

In an asset purchase, the buyer acquires specified assets and, in some cases, assumes specified liabilities. 

Share Purchase

In a share purchase, the buyer acquires the shares of the target entity and, indirectly, all of its assets and liabilities. 

The appropriate structure depends on tax implications, regulatory requirements, contractual transferability, and the nature of the target’s liabilities.

Joint Ventures and Strategic Partnerships

• Used to enter or expand in foreign markets with local partners 
• Require clearly defined governance, funding obligations, and exit mechanisms 

Earn-Outs, Holdbacks, and Escrow Arrangements

• Used to allocate risk and address valuation uncertainty 
• Provide post-closing protection in respect of identified or contingent risks

How Negotiation Shapes the Deal

Structuring establishes the framework for the transaction. Negotiation defines how risk is allocated within that framework and how the transaction is documented.

Key Negotiation Terms

Letters of Intent (LOIs)

• Outline key commercial terms, including price, structure, and timing 
• May include binding provisions (e.g., confidentiality, exclusivity), depending on drafting 

Representations and Warranties

• Allocate risk by requiring disclosure and providing contractual assurances regarding the target business 

Indemnities

• Establish responsibility for specific losses, including identified risks or breaches 

Purchase Price Mechanisms

• Include fixed pricing, completion accounts, or earn-out structures 

Governing Law and Dispute Resolution

• Determine the applicable law and forum (e.g., courts or arbitration) for resolving disputes

Cross-Border Considerations

International transactions often involve additional legal and regulatory requirements, including:

• Foreign investment review and approval regimes 
• Competition/antitrust filings and approvals 
• Sanctions, export controls, and anti-money laundering (AML) compliance 
• Currency controls and cross-border payment structuring 
• Multi-jurisdictional tax planning and structuring 

These considerations must be addressed early to avoid delays or closing risk.

How We Support Your Transaction

We work with your internal team and external advisors to structure and negotiate transactions in a coordinated and practical manner.

We assist with:

• Advising on appropriate transaction structures based on risk and regulatory considerations 
• Identifying material risks and integrating them into structuring and negotiation strategy 
• Drafting and negotiating transaction documents, including purchase agreements and ancillary agreements 
• Coordinating with tax, financial, and regulatory advisors across jurisdictions 
• Managing closing conditions, approvals, and execution timelines 

Our focus is on aligning legal structure with commercial objectives and supporting efficient execution.

Structure and Negotiate with Confidence

Cross-border transactions involve complexity, but a disciplined approach to structuring and negotiation supports risk management and deal certainty.

At Du Plooy Law, we help you align transaction structure with your objectives, allocate risk appropriately, and execute your transaction efficiently.

If you are planning a cross-border transaction, speak with our team here.