Over the past years, there has been a trend of companies headquartered in Germany looking for M&A targets in the U.S. to gain access to the U.S. market. This trend has continued in 2025 and may even increase in light of current U.S. tariff-policies. U.S. cross-border M&A transactions pose a variety of cultural, structural, regulatory (such as CFIUS), and legal deal challenges. In this webinar, Allison Schiffman (New York), Jonathan Wakely (Washington) and Henning Bloss (Frankfurt) from Covington & Burling LLP discussed market trends and provided insights into the deal structures and specific legal aspects of transatlantic M&A transactions.
After a brief introduction featuring an overview of the current market and trends the speakers discussed special features of a U.S. deal as well as the differences between public and private transactions. The structure was shown on the basis of a reverse triangular merger. Afterwards, the speakers discussed the most important differences between a typical U.S. and German deal. This includes i.a. the different cultural and legal approach, liability limitations, escrow, and the use of W&I insurances. Finally, regulatory peculiarities of a transatlantic transaction were shown, in particular tariffs, political risks, CFIUS and antitrust. CFIUS has become increasingly important in recent years and, in the worst case, can lead to the cancellation of a transaction if the authorities do not grant clearance, which can happen in particular in relevant industrial sectors such as healthcare, technology, or defense. How this can be prevented was briefly outlined using a CFIUS risk assessment. The presentation was rounded off with the key takeaways and the subsequent Q&A.
