M&A Cross-Border Transactions Antitrust CFIUS FDI Screening

Introduction

Cross-border M&A transactions face increasing regulatory scrutiny worldwide. Understanding the approval landscape across jurisdictions is essential for successful deal execution and timeline management.

Antitrust/Merger Control

Major jurisdictions with mandatory filing requirements include:

  • United States: HSR Act filing with FTC/DOJ; 30-day waiting period
  • European Union: One-stop shop under EU Merger Regulation for deals meeting turnover thresholds
  • China: SAMR review; increasing scrutiny on technology deals
  • India: CCI approval for deals exceeding asset/turnover thresholds
  • United Kingdom: CMA voluntary notification but can investigate

Foreign Investment Screening

Recent expansions in foreign investment review regimes:

  • CFIUS (US): Expanded jurisdiction over critical technology, infrastructure, and sensitive data
  • EU FDI Screening Regulation: Coordination mechanism across member states
  • UK NSI Act: Mandatory notification for 17 sensitive sectors
  • Australia FIRB: All foreign acquisitions above thresholds require approval

Practical Recommendations

  1. Conduct early regulatory risk assessment
  2. Develop parallel filing strategy for multiple jurisdictions
  3. Allocate sufficient time for approvals (3-12 months)
  4. Consider reverse termination fees for regulatory risk