Who does what in a cross-border deal: mapping the specialists

A first cross-border transaction often surprises owners by the number of people involved. There are lawyers on each side, sometimes in each country. There are accountants and tax advisers, financial and valuation specialists, and often technical, environmental, people or technology experts. Each brings a specific competence and a specific scope. None of them is responsible for everything.

Understanding who does what is the foundation of a well-run transaction. It helps a business choose the right specialists, brief them clearly, avoid paying twice for the same work and — most importantly — avoid the questions that fall between two scopes and are answered by nobody. This article maps the common roles, explains how to scope each one and describes where coordination fits.

Why one adviser is rarely enough

A transaction touches several bodies of knowledge at once. Company law decides how ownership can change hands. Tax law shapes the consequences of each step. Accounting determines how performance is measured and presented. Employment, data protection, competition and sector regulation may each apply. In a cross-border deal, most of these questions arise separately in each jurisdiction.

Professionals are trained and authorised within defined fields, and often within particular countries. A corporate lawyer in one country is not usually able to advise on another country's law; a tax adviser does not give legal opinions; an accountant does not negotiate contract terms. That is not a weakness of the system. It is what allows each specialist to be accountable for their own advice.

The consequence for the business is that it must assemble a team — and make sure the team works as one.

Legal counsel

Legal advisers usually sit at the centre of the transaction documents. Depending on the deal, their work may include:

• advising on the legal form the transaction could take and what each form involves;
• reviewing the target's or the seller's legal position as part of due diligence;
• drafting and negotiating the transaction documents;
• identifying approvals, notifications or consents that may be needed;
• advising on employment, property, intellectual property or regulatory questions, sometimes through colleagues with those specialisms.

In a cross-border deal, each relevant jurisdiction typically needs its own qualified counsel. One firm may coordinate the others, but the advice on each country's law comes from someone qualified there. Ask early which jurisdictions are involved and who will cover each one.

Tax advisers

Tax advisers examine the consequences of the transaction for each party and in each place. Their work might cover the tax implications of different structures, the treatment of the transaction steps, the tax position of the target as part of due diligence, and continuing obligations afterwards.

Tax questions are particularly sensitive to sequence and structure. That is why tax advice belongs at the planning stage, not as a final check. The kinds of question worth putting to tax advisers, and to lawyers, before a structure is chosen are collected in questions to ask your lawyers and tax advisers before structuring a deal.

Accountants and financial due diligence

Accountants help both sides understand the financial picture. On the sell side, they may help prepare and explain historical financial information. On the buy side, they may review the quality of that information, the consistency of definitions, the treatment of unusual items and the working-capital and obligation picture.

The distinction between preparing information and reviewing it matters. A business preparing for a sale often benefits from organising its own financial records first, so that the reviewing accountants spend their time on substance rather than reconstruction.

Financial advisers and valuation input

Financial advisers may help a client think about strategy, identify counterparties, run a process or support negotiations, depending on their role and authorisation. Valuation specialists provide an independent view of value using recognised approaches and the information available to them.

Two points are worth keeping in mind. First, not every transaction uses every type of financial adviser, and the roles differ between firms and jurisdictions. Second, valuation is an opinion formed by qualified specialists on specific information at a specific time. It is not something a business should infer from conversations, and it is not something Wobridge provides.

Other specialists the transaction may need

Depending on the business and the deal, further expertise may be needed:

• Technical or operational specialists, for manufacturing, engineering or infrastructure-heavy businesses;
• Technology and cybersecurity specialists, where systems, software or data are central to the value of the business;
• People and HR specialists, for organisation design, employment terms and change management;
• Environmental specialists, where sites, emissions or permits matter;
• Insurance specialists, for coverage of the business and of transaction risks;
• Translators and document specialists, where documents exist in several languages.

Not every deal needs all of these. Deciding which ones are needed is part of scoping, and it is easier when the objective of the transaction is already clear, as described in defining the transaction objective before engaging advisers.

The internal team

External specialists cannot replace the business's own people. Someone inside the business usually needs to:

• own the transaction and make decisions within an agreed authority;
• gather and explain internal information;
• answer questions about operations, customers and people;
• keep the board and shareholders informed;
• manage confidentiality inside the organisation.

It also helps to write down who may decide what. Advisers frequently need an answer quickly — whether to accept a drafting point, whether to share a sensitive document, whether to widen the scope of a review. When the internal decision-maker for each kind of question is agreed in advance, those answers arrive without delay and without anyone stepping beyond their authority.

In smaller businesses these roles may fall on one or two people alongside their normal work. Recognising that load early, and planning for it, protects both the transaction and the day-to-day business.

Scoping each engagement

Every external engagement should have a written scope. A good scope makes clear:

• the questions the specialist will answer, and the jurisdictions covered;
• what is explicitly outside the scope, and who will cover it instead;
• what the specialist needs from the business and from other advisers;
• how the work will be reported — written advice, a report, a call;
• how the work is charged and what would trigger additional work.

Comparing scopes side by side is one of the most effective ways to find gaps and overlaps before they cost time.

Where gaps between specialists appear

Some gaps recur in many transactions:

• Between legal and tax advice, when a structure recommended for one reason creates questions in the other field.
• Between jurisdictions, when advice in one country assumes something about another that no one has checked.
• Between financial review and commercial reality, when numbers are reviewed without understanding the customer or supplier picture behind them.
• Between deal documents and integration planning, when terms are agreed without asking how the combined business will run.
• Between external advice and internal decisions, when nobody inside the business owns a question raised by an adviser.

A simple shared issues list, with an owner for each item, closes many of these gaps. How such a list is run alongside parallel workstreams is described in keeping parallel workstreams aligned across jurisdictions.

What coordination can and cannot do

Coordination is the work of making sure the right questions reach the right specialists, that each specialist has the information they need, and that their outputs are seen together. It includes keeping a current picture of who is doing what, tracking open questions and preparing the material decision-makers need.

Coordination does not replace professional advice. A coordinator does not interpret the law, assess tax consequences, audit accounts or form a view on value. Wobridge works in this coordinating and preparation role: helping businesses organise information, define questions and keep communication between advisers clear. Legal questions are handled by Wobridge's lawyers within their areas of expertise (M&A and international commercial law), working with partner lawyers in the relevant country where local advice is needed; tax, accounting, valuation and regulated financial advice remain with qualified professionals.

In short

A cross-border transaction is a team effort. Identify the legal, tax, financial and other specialists the deal needs in each jurisdiction, give each a written scope, compare the scopes for gaps, and make sure someone inside the business owns the decisions. Coordination keeps the team aligned, but it never stands in for qualified advice.

If you would like help mapping the specialists your transaction needs and preparing a brief for each, you can talk to Wobridge.