Matching the deal to its rules
Sales of goods between businesses in different countries may fall under the UN sales convention unless the contract excludes it, and they involve customs, export controls, and shipping terms. Licensing of technology or brands raises questions about where intellectual property is registered and whether the license itself must be recorded or approved in the licensee's country. Franchising abroad can trigger franchise disclosure or registration laws that some countries have and others do not. Investments and acquisitions bring in foreign investment screening, merger control, and securities rules. Knowing which category your deal falls into, or whether it mixes several, sets the scope of the work.
The document set
Most international business transactions begin with a letter of intent or term sheet and, often, a confidentiality agreement. The main agreement is usually accompanied by ancillary documents, such as security agreements, guarantees from a parent company, intellectual property assignments, or escrow arrangements. Corporate approvals on both sides should be documented, because a foreign counterparty may need a board resolution, shareholder consent, or a government filing to bind itself. Notarization, apostilles, or certified translations may be required for documents to be used abroad. Keeping these documents consistent with one another is one of the less visible but important parts of the work.
Working through a transaction
We start by understanding what each side is giving and receiving and in which countries the deal will be performed. From there we identify the regulatory touchpoints, coordinate with local counsel, and prepare or review the documents. We keep a closing checklist that lists every approval, signature, and deliverable so nothing is missed at the last stage. Bring the term sheet or draft agreement, the parties' corporate details, and any timing constraints you are working under. After closing, we help track obligations that continue, such as reporting duties, license renewals, or deferred payments. If a deal stalls, we look at which open item is holding it up and who can move it.
