by Steven Anderson
Counsel to Counsel Magazine
When in Rome, draft contracts as the Romans do. The same goes for China,
Brazil and most other countries. Cross-border deals require a customized
approach. A one-size-fits-all mentality is a sure way to derail M&A or
joint venture transactions, or have them drag on indefinitely.
This is a lesson Squire Sanders & Dempsey L.L.P. Partner Daniel E.
Roules took to heart early in his career, which has spanned more than two
decades and three continents.
"When I first moved to Eastern Europe, I took over a whole set of
documents that worked well in Cleveland, Ohio," he says. They were
state-of-the-art in a U.S. corporate practice at the time, but I quickly
learned I just couldn't use them."
He found that in many jurisdictions, a deep understanding of the local
law and business mores was the key, and the level of detail that makes U.S.
contracts the long documents they are is typically not needed.
What is needed are agreements tailored appropriately to each foreign
jurisdiction, he says: a matter of both form and substance.
"The content can vary substantially with regard to representations
and warranties, for example," he says. "You can't just pick up a New
York-style M&A agreement and plop it down in another country. The concepts
in it just aren't going to make sense."
Deals Demand a Tailored Approach in its entirety in Counsel to