International Share Deals: Legal Points to Address in SPAs

Cross-border share purchases have become common as businesses expand and investors look beyond their home markets. These deals often promise access to new opportunities, but they also bring different legal systems, regulatory hurdles and tax rules into play. Each of these can shape how a transaction is structured and how it holds up if tested later.

The share purchase agreement is the tool that ties it all together. It sets out what’s being bought, on what terms, and how disputes will be handled if they arise. Getting this right means understanding not only the deal itself but also how the agreement will stand across jurisdictions. The sections below look at the key points that deserve attention when drafting and negotiating in an international context.

Governing law and jurisdiction clauses
The first question in any cross-border deal is which law governs the agreement and where disputes will be heard. English law is often chosen because of its predictability and long track record in corporate contracts, while parties also weigh whether to use courts or arbitration. Arbitration is often preferred because it offers privacy, procedural flexibility and enforceability under the New York Convention.

The way these clauses are written has wide effects. Leaving the governing law or forum uncertain can pull the same agreement into multiple proceedings. Swiss courts have also shown that arbitration clauses may reach affiliates or trustees if their actions in carrying out the deal suggest acceptance of the terms. In practice, that can draw in a group company or related party even without a signature, which makes it important to define coverage clearly from the outset.

Regulatory approvals and foreign ownership rules
Cross-border deals often trigger regulatory checks before completion. Competition law is a frequent hurdle, and thresholds continue to evolve. In the UAE, changes introduced in 2025 mean notification is now required once combined turnover exceeds AED 300 million, regardless of market share. Transactions that previously went through without review may now need clearance, and skipping this step risks delay or even cancellation.

Foreign ownership adds another layer. The UAE has opened many sectors to full foreign control, though limits remain in areas linked to national interest. Other jurisdictions impose their own restrictions, ranging from sector caps to local licensing regimes. Buyers and sellers should confirm early whether any approval is needed and factor that into the timetable, since requirements differ widely and can dictate both timing and deal terms.

Tax structuring and compliance
Whether a deal is structured as a share or asset purchase affects where liabilities sit and how profits are taxed. Holding companies add another layer, and with the OECD’s global minimum tax now in play, groups that once relied on low-tax centres may face top-up charges. The UAE’s new corporate tax regime brings its own thresholds and reporting rules, which apply alongside substance tests that look at where management takes place and how decisions are made. These checks decide whether a structure is respected and whether treaty benefits can be claimed. Tax planning also connects directly to succession, since the way assets are held influences how they’re passed on and what exposure arises across borders.

Due diligence across borders
Cross-border checks can expose blind spots that weaken the protections in an SPA. Company registers may be incomplete or only available in the local language. Buyers should budget for certified translations and insist on updated statutory records before signing. In markets where regulators release little beyond incorporation data, it’s often worth supplementing with on-the-ground checks such as court searches or interviews with key counterparties.

Financial disclosure also varies widely. Audited accounts may be standard in Europe but less common elsewhere, so the agreement should spell out the level of assurance the buyer expects. Cultural practices can affect timing too. In some jurisdictions counterparties hold back contracts or licences until late in the process. To avoid surprises, timetables need to allow for delays and advisers should set disclosure standards early. These steps help ensure warranties and indemnities rest on verified information, not assumptions.

Drafting SPAs to cover cross-border risks
An SPA needs to deal directly with what diligence couldn’t confirm. If statutory registers were incomplete or financial statements unaudited, warranties should require the seller to stand behind the accuracy of that information. Where a known liability emerges, such as an ongoing tax audit, an indemnity can ring-fence the risk. Conditions to closing are equally important when regulatory approval or ownership consent is still outstanding, so the buyer isn’t obliged to complete until those steps are cleared.

Dispute resolution clauses also need careful drafting. Swiss courts have shown that affiliates or trustees involved in carrying out a deal may be treated as bound by an arbitration clause even if they didn’t sign it. To avoid that uncertainty, it’s better to name these parties in the clause. Addressing these points early gives the agreement a stronger footing if problems arise across jurisdictions.

The role of integrated advisory support
Cross-border deals cut across many fields: law, tax, regulation, and family or ownership planning. No single adviser covers all of these, so coordination becomes as important as the drafting itself. Working with a team that can bring legal, fiduciary and accounting input together helps reduce the gaps that often surface when a deal spans several countries. That coordination also supports succession planning, since decisions on shareholding and tax structure affect how wealth is held and transferred over time.

Evolving complexity in cross-border deals
Cross-border SPAs are becoming more intricate as tax rules tighten, competition thresholds change and ownership regimes evolve. Each deal brings its own mix of approvals, filings and drafting challenges, which makes early foresight and precise structuring increasingly important for buyers and sellers operating across jurisdictions.