Every Border
Is a Contract.
Cross-border transactions protected by 11 guarantees — or we renegotiate at our cost.
Track Record
Your lead counsel responds within 4 business hours — in your time zone.
Cross-border deals move on the clock of the deal, not the clock of your law firm. When your Frankfurt counterpart sends a revised share purchase agreement at 11 PM CET, your Counsel partner is already reading it. We assign a named partner to every file, with a direct mobile number and a 4-hour response commitment written into the engagement letter.
The deal that waits for an email reply is the deal that dies in due diligence.
"Counsel International Law Group agrees to provide written acknowledgment of all client communications within four (4) business hours of receipt, measured against the client's primary business time zone, for the duration of the engagement."
The Deal
German precision-engineering firm acquiring a Monterrey, Mexico auto-parts supplier — €34M share deal with simultaneous asset carve-out.
The Challenge
The seller's counsel in Mexico City operated on a 48-hour response window. Our client's CFO needed live commentary on COFECE competition filings during board calls scheduled for 7 AM CET.
Outcome
Counsel assigned a bilingual partner in the CET+1 time zone who joined every board call live, flagged the COFECE notification threshold three days before the seller's counsel did, and held the timetable to the original 90-day close.
Every clause translated into plain language before you sign anything.
A Luxembourg SOPARFI holding structure is 14 pages of defined terms before it becomes a sentence a CFO can act on. We don't ask you to trust the document — we give you a plain-language memo alongside every draft: what this clause means, what it costs you if invoked, and whether the market standard in this jurisdiction supports it.
"For each draft agreement delivered to the Client, Counsel shall provide a concurrent Plain Language Summary identifying: (a) material obligations assumed by Client; (b) material rights waived; (c) indemnification exposure in monetary terms where determinable; (d) jurisdiction-specific enforcement risk."
The Deal
Series C-funded SaaS company restructuring into a Luxembourg holding company with Dutch IP-holding subsidiary ahead of a US IPO.
The Challenge
The founder had never worked with a Luxembourg notary. The Articles of Incorporation for the SOPARFI ran to 34 pages in French. The board needed to approve the structure in 72 hours.
Outcome
Counsel delivered a 6-page plain-language memo explaining every material clause, the tax treatment of the IP royalty stream, and the three provisions that would require shareholder approval at any future exit. The board approved in a single session.
Governing law chosen to protect your enforceability — not theirs.
Most counterparties default to their own jurisdiction for dispute resolution. Most first-time cross-border buyers accept it. We don't. We analyze the enforcement landscape in both jurisdictions, model the cost differential of litigating in each, and recommend the governing law and arbitration seat that gives you the fastest path to recovery if the deal goes wrong.
"This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules, with the seat of arbitration in London, England."
The Deal
Singapore-based private equity fund acquiring a majority stake in a Vietnamese logistics company — $22M deal with earn-out provisions.
The Challenge
The Vietnamese seller insisted on Vietnamese law and Hanoi arbitration. Our client had no enforcement precedent in Vietnam for earn-out disputes and faced a 3-to-5-year litigation timeline under local rules.
Outcome
Counsel negotiated SIAC arbitration in Singapore under Singapore law, with a carve-out for IP and real property disputes subject to Vietnamese law. The counterparty accepted. Eighteen months later, an earn-out dispute was resolved in 4 months via SIAC.
Regulatory filing in every relevant jurisdiction within 72 hours of signing.
Missing a merger control notification window doesn't just delay your deal — it can void it and trigger fines calculated as a percentage of global turnover. We run a jurisdiction-by-jurisdiction filing calendar before the term sheet is signed, so the 72-hour clock starts the moment ink hits paper, not the moment someone remembers to check.
"Counsel shall prepare and submit all required regulatory notifications and merger control filings in applicable jurisdictions within seventy-two (72) hours of execution of the definitive agreement, subject to receipt of required client information as specified in Schedule B."
The Deal
Dutch FMCG company acquiring a Brazilian consumer goods brand — €67M transaction triggering notifications in Brazil (CADE), the EU (below threshold but voluntary filing), and Argentina.
The Challenge
The client's in-house team was unaware that the Argentine Comisión Nacional de Defensa de la Competencia had a 30-day pre-closing notification requirement. Discovery came on day 28 post-signing.
Outcome
Counsel had pre-identified the Argentine requirement during pre-signing due diligence, filed on day 1, and managed the CADE fast-track process simultaneously. Closing occurred on schedule with no regulatory delay.
Sanctions pre-clearance before any wire transfer or equity transfer.
OFAC, EU Consolidated List, UN Security Council, HMT — each maintains a separate sanctions regime, each updates on a different cadence, and each can make a completed transaction criminal retroactively. We run every counterparty, beneficial owner, and transaction route through all applicable lists before the first dollar moves.
"Prior to any transfer of funds, equity interests, or material assets, Counsel shall conduct and document a sanctions compliance review against OFAC SDN, EU Consolidated Sanctions List, UN Security Council Consolidated List, and HMT Financial Sanctions List, with results provided to Client in writing."
The Deal
US technology company licensing its platform to a Middle Eastern distributor with sub-licensing rights across 9 MENA countries.
The Challenge
Two of the 9 sub-licensing territories had beneficial ownership structures that ran through a Cyprus holding company with undisclosed UBOs. Standard KYC had cleared the deal.
Outcome
Counsel's sanctions review identified a 34% beneficial owner with an EU-listed affiliate. The licensing agreement was restructured to exclude those two territories, and a carve-out mechanism was drafted allowing re-entry upon delisting. The deal closed without OFAC exposure.
Local labor code reviewed and workforce obligations quantified before close.
In Brazil, the CLT makes terminating an employee with 10+ years of tenure a transaction cost measured in years of salary. In Germany, co-determination law gives works councils a veto right over certain post-acquisition restructurings. In France, the loi Florange requires a bona fide offer process before closing a site. We price these obligations before you sign.
"Counsel shall deliver a Labor Code Memorandum within fourteen (14) days of engagement, quantifying: (a) mandatory severance obligations for all transferred employees; (b) works council or employee representative notification and consultation requirements; (c) collective bargaining agreement transfer obligations; and (d) estimated post-closing restructuring costs under applicable law."
The Deal
Canadian private equity fund acquiring a French industrial manufacturer with 340 employees across three sites.
The Challenge
The information memorandum valued the business on an EBITDA multiple without accounting for the loi Florange obligations on the Grenoble site, which the seller intended to close post-acquisition. Estimated cost: undisclosed.
Outcome
Counsel's labor memo identified €4.2M in mandatory redeployment and social plan costs. The purchase price was reduced by €3.8M. The acquirer's IRR model was recalibrated before signing.
FCPA exposure mapped and a compliance protocol drafted before any payment abroad.
The Foreign Corrupt Practices Act reaches further than most GCs expect — intermediaries, agents, and joint venture partners can create FCPA liability even when the company itself never makes a prohibited payment. We map every payment channel, every third-party relationship, and every government-adjacent counterparty before the deal closes, then draft the compliance protocol your compliance officer will actually use.
FCPA enforcement actions have averaged $228M in penalties over the past five years. The compliance protocol costs less than one day of that.
"Prior to the execution of any agreement involving payments to non-US persons or entities, Counsel shall deliver an FCPA Exposure Memorandum identifying all government-adjacent counterparties, third-party payment intermediaries, and red-flag jurisdictions, together with a draft Anti-Corruption Compliance Protocol tailored to the specific transaction."
The Deal
US-listed mining company entering a joint venture with a state-adjacent entity in Indonesia for mineral extraction rights.
The Challenge
The Indonesian JV partner's board included two officials with concurrent government appointments. The deal structure required routine payments to local licensing authorities channeled through the JV.
Outcome
Counsel restructured the payment flows to route all government-adjacent payments through a segregated escrow mechanism with independent verification. The JV agreement included FCPA representations, an annual certification obligation, and a termination right triggered by any DOJ investigation. The deal closed with a clean FCPA opinion.
Liability cap negotiated to a multiple of fees — not your entire deal value.
A standard cross-border SPA often places unlimited liability on the seller's representations and warranties for fraud, title, and tax. We negotiate liability architecture that protects your exposure while remaining acceptable to sophisticated counterparties — caps, baskets, de minimis thresholds, and rep and warranty insurance where the premium is justified by the deal size.
"The aggregate liability of Seller under this Agreement (other than in respect of Title Warranties, Tax Warranties, and Fraud) shall not exceed twenty percent (20%) of the Purchase Price. No claim shall be made unless the aggregate of all claims exceeds EUR 250,000 (the Basket), in which case the full amount shall be recoverable."
The Deal
British trade buyer acquiring a Danish software company — £18M deal with extensive IP representations.
The Challenge
The seller's counsel proposed unlimited liability for IP warranties, citing the strategic importance of the IP to the buyer. The buyer's board was uncomfortable with the open-ended exposure on a company whose IP had never been audited.
Outcome
Counsel negotiated a 30% cap on IP warranty claims (£5.4M), a W&I insurance policy covering £3.6M of that exposure at a premium of £72,000, and a 24-month limitation period. The seller accepted. Total uncovered IP exposure: £1.8M.
94% of Counsel-led cross-border transactions close without regulatory challenge.
This is not a marketing number. It is the 15-year close rate across 340 transactions, audited by our professional indemnity insurer and available for review during any jurisdiction consultation. The 6% that encountered regulatory challenge were resolved with an average 23-day delay. None resulted in a forced unwinding.
We have never had a deal unwound by a regulator. We have had six delayed. We map the difference before you sign.
The Deal
Aggregate 340-transaction dataset, 2009–2026, across M&A, joint ventures, licensing, and regulatory compliance mandates.
The Challenge
Tracking deal closure rates across 47 jurisdictions with varying regulatory timelines, merger control thresholds, and political risk profiles.
Outcome
319 of 340 transactions closed without regulatory challenge. 21 transactions encountered regulatory inquiry; 21 resolved without unwinding. Average delay on challenged transactions: 23 days.
89% first-pass approval rate across all merger control filings.
Most firms measure success at close. We measure it at the first regulatory response. An 89% first-pass approval rate means our filing documents are drafted to answer the regulator's questions before they are asked — reducing the request-for-information cycle that adds weeks to a deal timetable and signals weakness to the other side.
"Counsel's merger control filings shall be prepared to the standard of a Phase I clearance submission, including pre-notification discussions with relevant authorities where available, market definition analysis, competitive overlap assessment, and remedies pre-analysis where applicable."
The Deal
Norwegian aquaculture company acquiring a Chilean competitor — transaction triggering parallel filings in Norway, Chile, and the EU (voluntary).
The Challenge
The Norwegian Competition Authority had issued a Statement of Objections in a comparable transaction two years prior. The deal had a similar market share profile in Atlantic salmon processing.
Outcome
Counsel engaged in pre-notification discussions with the NCA 6 weeks before filing, proactively defined the relevant market to exclude frozen product (reducing apparent market share from 34% to 21%), and filed with a remedies package. First-pass clearance in 28 days.
Post-closing dispute rate of 3.2% — and a remediation protocol if you're in that 3.2%.
No firm closes 340 transactions without some post-closing disputes. Ours run at 3.2% — 11 transactions over 15 years with a post-closing claim of any kind. Of those 11, 9 were resolved through the dispute resolution mechanism we drafted. 2 proceeded to arbitration. Both were resolved in our client's favor. If you become one of the 3.2%, you have a named partner, a written protocol, and a firm that has already seen your dispute before.
The closing binder is not the end of the engagement. It is the beginning of the post-closing period, and we staff it accordingly.
"For a period of twenty-four (24) months following the Closing Date, Counsel shall maintain a Post-Closing File for each transaction, including: (a) a Post-Closing Obligations Calendar; (b) a Dispute Early Warning Checklist reviewed quarterly; and (c) direct access to the lead partner for any post-closing regulatory inquiry."
The Deal
Aggregate post-closing dispute data across 340 transactions, 2009–2026.
The Challenge
Tracking post-closing claims, disputes, and regulatory inquiries across a 15-year deal history spanning 47 jurisdictions.
Outcome
11 post-closing disputes total. 9 resolved via contractual dispute mechanism (average 67 days). 2 proceeded to LCIA arbitration. Both resolved in client's favor within 8 months. 0 judgments against a Counsel client.
Every contingency,
mapped before you sign.
68 pages of jurisdiction-specific clause language, regulatory checklists, and deal-structure templates — the document our clients receive on day one of engagement.
Prefer a direct conversation?
Book a Jurisdiction Review
45 minutes with a Counsel partner. We map your deal geography, identify the three clauses most likely to derail closing, and leave you with a written risk register.