1. Why Government Approval Shapes the Deal Itself
Filing Obligations Attach before Signing
Any jurisdiction connected to the transaction through the target's operations, the acquirer's nationality, or the industry involved may assert independent review rights. Some reviews run concurrently; others are sequential. Mapping these obligations before a letter of intent is signed is the first task regulatory counsel takes on.
Regulatory approval is not a formality that follows negotiation. It is a structural variable that shapes how a deal is priced, conditioned, and timed from day one.
2. Key Regulatory Bodies in Cross-Border Transactions
Cfius and National Security Review
CFIUS reviews acquisitions by foreign persons of U.S. .usinesses that raise national security concerns. Under the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), mandatory declarations are required for transactions involving critical technology, critical infrastructure, or sensitive personal data, even where the foreign acquirer is not gaining control. The review proceeds in a 30-day initial phase, followed by a 45-day investigation if unresolved concerns remain. The Committee may impose mitigation agreements as a condition of clearance, governed by 31 C.F.R. Parts 800 and 801.
New York-based companies in financial services, technology, or defense-adjacent industries are frequent CFIUS targets.
Antitrust and Competition Review
Antitrust and Competition Law review applies wherever the combined entity reaches applicable merger notification thresholds. In the United States, Hart-Scott-Rodino (HSR) pre-merger notification is required under 15 U.S.C. § 18a. The EU reviews transactions under Council Regulation (EC) No 139/2004. Canada, China, the United Kingdom, and Brazil each maintain separate filing regimes. Coordinating simultaneous submissions with consistent factual representations across agencies is one of the primary logistical challenges in cross-border deals.
Foreign Direct Investment Screening
The EU's FDI Screening Regulation (EU) 2019/452 established a coordination framework across member states. The UK's National Security and Investment Act 2021 introduced mandatory notification across 17 sensitive sectors. These regimes are triggering at lower ownership thresholds than in prior years. A minority investment that would not have required review five years ago may require mandatory notification today.
Sector-Specific Regulators
Banking transactions require approval from the Federal Reserve, OCC, or FDIC. In New York, financial services acquisitions may also require approval from the Department of Financial Services (NYDFS) under New York Banking Law. Healthcare transactions involving nonprofit entities can require review by the New York Attorney General's Charities Bureau.
Cross-border transactions routinely engage two or more review tracks at the same time. Which agencies are involved depends on where the parties operate, what industry the target is in, and how the deal is structured.
3. Structuring the Deal to Manage Regulatory Risk
Regulatory Due Diligence and Pre-Filing Consultation
Legal Due Diligence in cross-border M&A must identify all jurisdictions requiring filings, assess the likelihood of extended review, and flag the target's prior regulatory history. Transactions involving critical technology, government contracts, or sensitive personal data may require a mandatory CFIUS declaration regardless of transaction value.
Many agencies permit informal outreach before a formal filing. CFIUS, the DOJ, and the FTC all allow pre-filing consultation. It does not guarantee a favorable outcome, but it surfaces issues early and can shorten the formal review period.
Deal structure directly affects which regimes apply, when filings must be made, and what conditions authorities are likely to impose. Regulatory strategy and transaction design are not separate exercises.
4. Common Obstacles in the Approval Process
Antitrust Overlap Across Jurisdictions
A transaction that clears U.S. .ntitrust review may still face conditional approval elsewhere. Antitrust theories of harm differ across regimes, and a divestiture acceptable to the DOJ may not satisfy the European Commission. Multi-jurisdictional filings require coordinated timing and consistent factual presentations across agencies.
Data Privacy and Geopolitical Risk
Transactions involving personal data of EU, UK, or California residents implicate GDPR, UK GDPR, and the CCPA. Merger Clearance counsel coordinates with privacy specialists when data assets are material to the deal. Separately, transactions involving acquirers from countries with strained U.S. .iplomatic relationships face heightened CFIUS scrutiny regardless of deal structure. The relevant question is not only whether a national security risk exists, but whether a U.S. .overnment body is likely to perceive one.
Most cross-border deals encounter at least one of the following obstacles. Some are structural; others are avoidable with early planning. Knowing where reviews tend to stall makes it easier to address them before they affect closing.
5. Regulatory Approval Timeline: General Reference
Timelines run from the date a complete filing is accepted. All figures below are general reference points only.
| Review Type | Jurisdiction | General Timeline |
|---|---|---|
| HSR Pre-Merger Notification | United States | 30-day waiting period; extended by second request |
| CFIUS Voluntary Notice | United States | 30-day review + up to 45-day investigation |
| CFIUS Mandatory Declaration | United States | 30-day assessment |
| EU Merger Control Phase I | European Union | 25 working days |
| EU Merger Control Phase II | European Union | Up to 90 additional working days |
| NSI Act Notification | United Kingdom | 30 working days + up to 45 working days call-in |
6. The Role of International M&A Regulatory Counsel
Multi-jurisdictional approval requires coordinated engagement across agencies operating under different rules, timelines, and political contexts. That coordination does not happen by default.
International Acquisition counsel maps filing obligations before signing, coordinates filings across jurisdictions during review, negotiates conditions with authorities, and manages agency communication throughout the process. Our firm's attorneys have worked across corporate M&A transactions involving multi-jurisdictional regulatory clearance. When regulatory complexity is part of the deal, it needs to be treated as a transaction variable from the start.
05 Aug, 2026
