Cross Border M&A Master Class

Exclusively for Corporate M&A Professionals

Cross-Border M&A Master Class

MAY 7, 2027 | LIVE-ONLINE

$1,500 | $0 for Members Join the Institute

Eric Talley's Cross-Border M&A Master Class, through a blend of strategic and applied insights, delves into the complexities and execution of successful international corporate transactions. This program provides a comprehensive look at multijurisdictional diligence, tax structuring, foreign direct investment regulations, currency risks, and cultural integration among other critical considerations

Navigate multijurisdictional regulatory frameworks
Mitigate global financial and geopolitical risks
Drive cross-cultural integration

FRIDAY, MAY 7 | 10:00 AM - 12:00 PM CST

Section 1: Preliminary Agreements and Global Deal Initiation

Managing differing standards for "confidential information" and non-solicitation across jurisdictions
Evaluating the strategic implications of jurisdictional choice and governing law
Navigating "good faith" negotiation requirements and civil law traps in preliminary documentation
Adapting exclusivity and deal protection mechanisms to satisfy local requirements
Establishing protocols for managing exchange rate volatility between signing and closing
Tailoring the bidding process to accommodate varying local regulatory timelines and "put up or shut up" rules
Assessing national security and foreign investment filing requirements across jurisdictions

FRIDAY, MAY 7 | 12:30 PM - 2:15 PM CST

Section 2: International Diligence and Structuring Considerations

Managing data privacy (GDPR/APPI) during the exchange of sensitive employee and customer data
Evaluating mandatory labor transfers, consultation requirements, and harmonizing global benefit plans
Structuring for IP migration, permanent establishment risks, and the impact of global minimum tax
Structuring "carve-outs" for shared services and IP are distributed across multiple global subsidiaries
Conducting deep-dive bribery and corruption diligence on third-party intermediaries in high-risk regions
Tailoring Warranty & Indemnity policies to cover specific jurisdictional risks and fundamental reps
Designing the deal to facilitate efficient cash movement and dividend flows back to the US parent

FRIDAY, MAY 7 | 2:30 PM - 3:30 PM CST

Section 3: Global Closing and Day-One Readiness

Managing the "long stop date" and sequencing antitrust filings across the FTC, EC, and SAMR
Navigating the physical and logistical requirements for "wet ink" signatures and local stock transfers
Structuring "staggered" closings for jurisdictions where regulatory or operational hurdles delay the primary close
Designing Day-One "Must-Haves" for global IT systems, payroll, and treasury controls across time zones
Ensuring compliance with ESG and supply chain transparency disclosure mandates
Developing communication strategies to manage morale and prevent "brain drain" in international business units
Establishing the reporting rhythm between the US headquarters and the international subsidiary to ensure compliance

Eric Talley, Professor of Law at Columbia University

Eric Talley is an expert on the intersection of corporate law, governance, and finance. He additionally teaches and conducts research in the areas of mergers and acquisitions, quantitative methods, machine learning, contract and commercial law, alternative investments, game theory, and economic analysis of law.

As a co-director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Talley directs research and programs focused on the future of corporate governance and performance. Talley is a frequent commentator in the national media and speaks regularly to corporate boards, judges, and regulators on issues pertaining to fiduciary duties, governance, and finance. He also hosts the Columbia-based podcast, Beyond “Unprecedented”: The Post Pandemic Economy. Talley is a two-time recipient of the Law School’s Willis L.M. Reese Prize for Excellence in Teaching (2017 and 2022).

Before joining Columbia in 2015, Talley held tenured faculty appointments at the University of California, Berkeley (2006-15) and the University of Southern California (1995-2006). He has also held visiting appointments at Caltech, University of Chicago, ETH-Zurich (Gerzensee), European University Institute (EUI), Georgetown, Harvard, RAND Graduate School, and Stanford.

Talley is an elected member of the American Academy of Arts & Sciences and a research member of the European Corporate Governance Institute. He has served several terms as a director on the boards of the Society for Empirical Legal Studies and the American Law and Economics Association.

Exclusively for Corporate M&A Professionals

Designed for Corporate M&A Teams

The Institute's M&A Master Classes provide focused, technical deep-dives into critical phases of the transaction process. Each is designed for corporate M&A teams, enabling them to engineer greater structural integrity within specific transaction workstreams.

Credits: 4.75 CLE / 5.50 CPE. The Institute is accredited in Illinois. Reciprocity may be available.

Exclusively for Corporate M&A Professionals