Communication in Cross-Border M&A – Why the Deal Isn’t Just in the Documents

Cross-border merger and acquisition (M&A) transactions are carefully structured. Lawyers negotiate risk allocation, manage regulatory exposure, and draft documents designed to withstand scrutiny across multiple jurisdictions. On paper, many of these transactions are sound.

And yet a surprising number of deals struggle to deliver their expected value.

When that happens, the problem isn’t in the paperwork. It’s in the people: Do they believe in the deal?

Belief starts with communication. If people don’t understand the deal, the documents won’t save it.

What Lawyers See vs. What Everyone Else Feels

For lawyers, a transaction is all about managing risk. Disclosure is deliberate. Regulatory exposure is controlled. Words matter, and for good reason.

For everyone else, it feels different.

Employees hear their company has been sold to a foreign buyer and start filling in the blanks. Customers wonder if priorities will change. Regulators look for patterns. Journalists hunt for a local angle.

These audiences are not reading the transaction documents. They are responding to fragments of information, hallway chatter, and media coverage.

The gap between legal precision and human interpretation is where many cross-border deals begin to drift.

Silence Is Not Neutral

Between announcement and closing, caution often turns into radio silence.

There are understandable reasons for this. Multiple disclosure regimes apply. Competition laws constrain what can be shared. Employment rules vary by jurisdiction. No one wants to say the wrong thing in the wrong place.

The problem? Silence rarely creates stability.

In the absence of credible information, people make up their own stories. These spread quickly inside the company and beyond. Once those narratives take hold, they’re hard to unwind, even when the official version finally comes out.

By the time integration teams are ready to engage, behaviour has already shifted. Trust has thinned. Momentum has slowed. Positions have hardened, and assumptions feel like facts.

One Deal, Many Interpretations

Cross-border transactions remove the safety net of shared assumptions.

What sounds confident in one country can come across as arrogant in another. An announcement that seems careful and responsible in one market may look evasive somewhere else. Expectations around consultation, transparency and leadership vary more than many deal teams expect.

That is why a single global message often falls flat.

The commercial logic needs to be consistent, but trust is built locally. That means understanding who people listen to in each market and what they are actually worried about.

When uncertainty sets in, people protect their turf. Roles get guarded. Silos harden. Decisions slow as teams focus on keeping influence instead of building something new.

When communication misses this, the impact is rarely dramatic at first. It shows up slowly, through disengagement, resistance and delay.

Employees Decide Earlier Than You Think

For employees, M&A feels personal long before it feels strategic.

They want to know how decisions will be made, whether local expertise still matters, and what the deal means for their job and future. They don’t expect certainty, but they do expect straight answers.

Vague reassurances can create more anxiety than simply acknowledging what is not yet known.

Managers sit at the centre of this dynamic. They are more trusted than corporate communications but often lack the tools to explain what the deal means in practice. When they lack clarity, uncertainty spreads quickly and becomes entrenched.

Change is rarely the problem. Employees’ fear of losing their role, influence, identity, or stability drives disengagement.

External Attention Changes the Equation

Cross-border deals attract public and political scrutiny that domestic transactions often do not.

Foreign ownership, jobs, and national interest are not abstract concerns. They shape how regulators act and how quickly questions escalate. Media expectations differ widely. In some places, restraint signals seriousness. In others, it looks suspicious.

Internal uncertainty has a way of becoming visible externally. Customers and partners often sense it before leadership does.

Why This Matters for Deal Counsel

For lawyers advising on cross-border M&A, communication is not a branding exercise. It is part of deal execution.

Poorly sequenced communication can complicate regulatory engagement. Inconsistent messaging can undermine management credibility. Prolonged silence can make integration harder than it needs to be.

Handled well, communication supports the legal strategy rather than undercutting it. It helps ensure that what can be said, and what cannot, aligns with how people actually receive and interpret information in different markets. It reduces friction instead of creating it.

The most effective deal teams treat communication as core infrastructure. They build it in early, tailor it to each market, and know that trust comes from what’s said, what’s acknowledged, and who delivers the message.

A simple test applies: If the people affected by the deal can’t explain, in their own words, why it makes sense, the communication hasn’t worked.

Cross-border M&A rarely fails because advisers lack skill. It fails because the human side gets addressed too late.

For lawyers navigating these deals, spotting communication risk early can mean the difference between a deal that just closes, and one that truly succeeds.