Negotiating Timeframes in Cross-Border Projects

Differences in Deal-Making Style: US vs UK vs Asia Cross-border M&A isn’t just about numbers. It’s about culture, rules, and how negotiations play out. Here’s how deal-making styles differ 1. United States • Fast, transactional, contract-heavy. • Buyers rely on detailed reps & warranties, escrows, earn-outs. • Aggressive, data-driven, focused on EBITDA multiples. • Expect exhaustive due diligence and tight timelines. 2. United Kingdom • Rule-based, process-led. • Public deals follow the Takeover Code. • Common tools: “put up or shut up,” scheme of arrangement. • More structured, less flexible once the process starts. 3. Asia (China, India, Japan, Korea, SEA) • Relationship-driven, regulator-sensitive. • Negotiations are slower, consensus-based. • Approvals go through multiple internal and external layers. • Political and regulatory reviews can delay or reshape deals. Examples • US: Contracts focus on shifting risk post-close. • UK: Public M&A often runs through court-supervised schemes. • Asia: Cross-border bids can stall on regulatory approvals. Takeaways for aspiring bankers • Map the rules → US contracts, UK codes, Asian regulations. • Calibrate style → Direct in US, structured in UK, patient in Asia. • Allocate risk → Contract-driven in US, precedent in UK, relationships in Asia. • Plan buffers → Asia usually takes more time than US/UK. Final Thought: • Great dealmakers are multi-lingual. • They speak numbers, regulations, and culture. • That’s how you close cross-border deals smoothly.

Is 3 weeks enough? last week I was asked this question by a project manager in relation to tendering and awarding a work package for a major project. It's a question I see come up time and time again so I thought I'd break it down with some numbers: Take an example $100M work package and the following delegation of authority (DOA) within a company: - <$5M Director of Projects - $5 - $20M CEO - 20M+ Board Approval or JV partner approval Tendering & Approval Timeframes depend on two main factors: 1) Level of compliance required by the company (i.e. generally speaking Government is very high, ASX listed is high, and private companies is medium to low) 2) Complexity of work package and how much time a supplier needs to develop a solution & price (and talk to their suppliers - big work packages are often broken up and tendered to sub-contractors) 3) Size of the work package & project risk to obtain approval based on the DOA. Therefore, a $100M fairly complex work package for an ASX listed mining company, - allow at least 4-6 weeks in the market (sometimes 8-12 weeks is required) - Allow for at least 4-6 weeks for clarification, evaluation, and negotiation of the tender responses - If the board only meets every month, then you will need to allow for 4-8 weeks for board approval (because sometimes boards run out of time and it gets pushed to the next board meeting). - the total is therefore 12 - 20 weeks or 3 to 5 months. Now, this is assuming that the Scope of Work (SOW) is clear and finalised. Tendering large work packages is about Communication.   Better Communication can shrink these timelines considerably but 3 weeks, if no one internally or externally knows it will end poorly. There is a good saying in procurement being:  "There is work to be done.  You can do it before or after you release the tender, but it is not going away. However, the quality is double and effort is halved if you do the work upfront." Happy tendering...

Whether verbal or written, communication leading to a contract is pivotal and constitutes a crucial time zone where irrevocable errors can easily occur. On top of that, it is the extended part of the global contract principle of "pacta sunt servanda". Managing correspondence during contract negotiations can be challenging and demands the utmost attention from all parties involved, especially when operating across multiple jurisdictions with varying time zones. This is essential to avoid misunderstandings during contract negotiations conducted through correspondence. Outlined below are some tips drawn from experience to ensure safe and effective contract negotiations: 1. Foster a team approach: Establish a negotiation team comprising all relevant parties to ensure comprehensive participation. 2. Delegate tasks efficiently: Assign specific tasks with clear deadlines to each team member, ranging from gathering necessary information to defining technical terms or organizing payment details. This ensures sustained engagement from the negotiation's outset to contract signing. 3. Establish realistic milestones: Develop achievable milestones aligned with relevant calendars, accounting for banking holidays and other jurisdiction-specific holidays to maintain flexibility in meeting deadlines. 4. Implement a timeline: Base your timeline on established milestones, setting clear timeframes and deadlines for tasks from the negotiation's initiation to contract finalization. While each negotiation is unique, drawing from past successful experiences can provide a useful reference for estimation. 5. Coordinate availability: Particularly in prolonged negotiations, account for potential absences due to annual leave or pre-holiday stress among team members. Prioritize sound decision-making over haste, avoiding rushed judgments. Would anyone like to contribute additional negotiation tips? #contracts #negotiations #law #tips #team