Role in cross border acquisition

Tagged: 

This topic contains 7 replies, has 8 voices, and was last updated by  Krishnan Bangarusamy 3 months, 3 weeks ago.

Viewing 8 posts - 1 through 8 (of 8 total)
  • Author
    Posts
  • #67279

    Lisa Chan
    Participant

    Is an MNC use local manager or its headquarter M&A team better to lead a cross border acquisition? Who should make recommendation to the senior management?

    #83392

    Anjeli Narine
    Participant

    I think the acquisition should be lead by headquarters but with a lot of involvement from the local manager/ local advisors.

    #94146

    Silman Ondrej Dia
    Participant

    Hi there,

    I believe it comes down to (1) corporate structure and (2) in-house capabilities.
    How is your corporate structure set?Is it a centralised model in which all decision including investments are made by HQ, or on the contrary is it a decentralised model in which your sister companies have autonomy? Or perhaps is it a hybrid model?
    What M&A capabilities are available at both local or HQ sides if any?
    Based on these elements it would perhaps be easier to decide who should take the lead.

    #94198

    Josh Liang Wee Ooi
    Participant

    As Silman mentioned, it does depend on the corporate structure and the process that is in place to evaluate and execute on cross border transactions. The local managers always play in important role in providing on the ground intelligence about the target and the market conditions. Nevertheless, it is also important to determine if there are circumstances that may affect their input. For example, does it expand their career or empire? Or could they be in a threated position if an acquisition happens?

    I have been with organizations that run M&A’s centrally with input from the local managers, and those that task local managers with the process. Do not think there is one-size-for-all solution here and varies from company to company.

    #94826

    Suwinto Johan
    Participant

    I think it should be lead someone from the headquarter, however the working team should understand the local culture. The leader should also be able to communicate and understand the team and the culture.

    #108774

    Korath Wright
    Participant

    Its not always clear where the best place to lead an M&A transaction from may be. Some aspects to consider can be the necessities of the role being undertaken by an M&A professional/manager in a cross border acquisition. Depending on the situation, this role can be described as the glue and the sticks that makeup a framework for M&A decisions and actions. Working with remote teams can require more cross cultural understanding, and require more investment in communication methods to ensure people are on the same page while moving forwards. Local experts are a key factor for many M&A aspects including legal, tax, accounting, etc.

    These cross-border teams need the same direction that would be provided to domestic advisors, such as scope, level of materiality and areas of interest/concern. However this direction may need to be delivered in a different way, in tune with significant cultural differences. For example, in one culture an activity may signal a negotiation is closed or failed, while in others the same activity may represent another step along the negotiation path. The requirements of the role leading cross border acquisitions can include:

    1. Coordinating Lawyers

    Less well understood combinations of different laws, regulations and governing bodies creates a challenge for cross border transactions. Legal remedies may not be readily available, or may not produce the same results in various jurisdictions. This drives the importance of having local expertise provide opinions, while working with legal teams from both/all parties, and other legal M&A specialists.

    Even when there are similar laws, conflicts of laws can be a major challenge for deals across borders for reasons including jurisdiction, different application of laws and statutes, the courts choice of laws, varying legal interpretations and enforcement among others. There is generally a lower level of precedent for the specifics of multi-jurisdictional cases compared to domestic.

    For example, litigation brought in Germany between a German and USA company, may more readily find precedent for a similar situation between two German companies, or between two USA companies. It could also have similar precedents for different sets of legal conflicts between German and USA companies. Notwithstanding, an international case may not find situations which are materially at the same level of comparison, considering the specific variables involved.

    Lack of solid precedent makes outcomes harder to predict. Compounding this, often experts in a specific field of law in Germany, will not be an expert in that field to the same proficiency in the USA. Providing the infrastructure, team, processes, information, management, etc to bridge this gap in legal systems is important to creating results in a cross border process.

    In different regions there are moves toward universally agreed business practices and legal approaches. In much of Europe, Rome I Regulation conventions about the law applicable to contractual obligations helps govern which laws will be used. Even so, courts in different regions, at different times, and faced with different circumstances will have varying interpretations, implementations and enforcement.

    2. Coordinating Accountants

    Accounting systems within US GAAP and IFRS individually need to be rationalized first in order to compare them, and even more so when working between methods. Additionally, interpretation, reporting, governance and enforcement vary regionally. Using local expertise and coordinating with the accounting teams for the target, acquirer and other M&A accounting experts can contribute to stronger financial outcomes.

    Differences between the rules based system and the flexibility of the principles based accounting method shows up in more than just the ordering of balance sheet line items by liquidity, or first-in-first-out versus the IFRS exclusion of last-in-first-out inventory systems. Items can be categorized in different income statement sections and revenue can be recognized in different ways amongst other differences.

    Working with these challenges demonstrates the value of a clearly communicated, well-managed materiality and scope. This supports the delivery framework when coordinating multi-jurisdictional, cross company, and outside accounting teams.

    3. Translation

    Literary translation services may be required if documents are in various languages, and if requests for uniform language documents are refused. Cultural differences may create material communication problems, which need to be resolved to complete a successful due diligence, negotiation, SPA, or integration. Finding the right legal, accounting, cultural, etc trained translators can be significantly difficult.

    4. Tax Experts

    International tax laws and treaties are constantly changing. The OECD is working with member nations to reduce base erosion and profit shifting. Typically tax lawyers, accountants or other M&A tax specialists are utilized in combination with the target and acquirer accounting teams to produce cohesive results. Areas of concern may include:

    • Tax restructuring
    • Royalties
    • Transfer payments
    • Internal banking & loans
    • Flow through and redundant entities
    • Offshoring
    • Outsourcing
    • IP boxes
    • Low tax vs. no tax jurisdictions
    • Enforcement
    • Double taxation (why low tax is better than no tax)
    • Jurisdictional tax treaty partners
    • Etc

    The right team of tax experts, a framework on levels of significance and areas of concern, and integrated management processes; can eliminate expertise gaps and the surprises that ensue.

    5. Timezones & Timelines

    It can be a drain on morale working around the world. Difficulties can arise in the timing of meetings where one side may always get the short end of the stick. Timelines can be impacted when days are essentially offset. Depending on the value chain configuration, this offset could reduce the availability of capacity.

    Similarly communication may be delayed or partially unavailable during working hours. Delayed communication may then increase the separation between decision making and results. When customers are engaged across borders and timezones, timelines for sales and production units can also be impacted.

    As these are just a few examples, there are a wide variety of other aspects that are critical depending on the specifics of the situation. Understanding what these are, and how they apply to a given transaction is even more paramount when undertaking an international transaction due to the greater risks and uncertainty.

    Thorough planning and followthrough of the activities to be addressed when doing cross border transactions can span financial issues such as currency to people issues including culture. Consideration of the planning and followthrough required can be an important aspect of the decision about who will take on the role of M&A Manager, in order to drive value for stakeholders.

    #109352

    From my experiences we do cross border lead by Headquarter that hire all advisors needed including legal advisors that could be needed in the subsidiaries from many countries.Current subsidiaries should be involved with special limited expertise that will assist the team doing DD for integration plan.
    The Financial Fund needed for the transaction in the headquarter there will be Financial team that will have helicopter view to calculate the pro forma for the company including maybe issue bond etc.
    For the post integration, the Headquarter will have a strong leadership to execute that involve all subsidiaries or SBU in the company in order to realise the synergy.

    #109368

    In my viewpoint, it should be a collaborative effort by both the teams. In any cross- border transaction or elements, ‘Think Global and Act Local’ is really the winning formula. That sort of a Glocalization approach is only possible if there is a cross-border team approaching it.

Viewing 8 posts - 1 through 8 (of 8 total)

You must be logged in to reply to this topic.

Loading.. Please wait