What sellers should ask about a foreign buyer
Start with certainty of closing. Will the buyer need approval from its own government to invest abroad, and will CFIUS or another U.S. agency want to review the deal? Where is the buyer's money held, and how will it reach you on the closing date? If the agreement gives you claims against the buyer after closing, ask where you would have to pursue them and whether a judgment or arbitral award could actually be collected. Sellers sometimes learn late in the process that a buyer's home country restricts outbound payments, so it helps to ask early rather than assume.
Getting the company ready
A foreign buyer's diligence team may ask for more than a domestic buyer would, including detail on the data the company holds, customers in government sectors, and any technology subject to export controls. Organizing contracts, corporate records, and intellectual property ownership before the process starts saves time and avoids surprises in negotiation. If key employees will stay on, their arrangements become part of the deal, and immigration or relocation questions may come up if the buyer plans to move people. Think about which disclosures will be needed and who inside the company should know about the sale while talks continue.
Protecting the seller in the agreement
We review the letter of intent and, later, the purchase agreement with a focus on what protects you if the deal does not close or if a dispute arises afterward. Tools can include an escrow held in the United States, a parent company guarantee from the buyer's group, a reverse termination fee, and an arbitration clause that leads to an enforceable award. We also look at any earnout and at how the buyer will run the business while those payments depend on its results. In a first meeting, we identify the deal points that need attention before you sign anything binding.
