Cultural differences (and similarities) in international M&A practice

In these cases, the added value of a local lawyer isn’t just the specialised knowledge he or she has about the local laws. Advice about business and personal customs is handy as well. Even if we’re not always aware of them, the differences can be enormous. When a foreign client received an e-mail from a Dutch seller, for instance, and wondered why this manager had responded so rudely, I was there to reassure him. The e-mail was an example of the characteristic bluntness of some of my compatriots, and my client wasn’t used to this. Clients also like to have the feeling that organisations such as the local land registry or trade register are reliable. In the Netherlands, we tend to take this for granted, but organisations in foreign countries are not always so dependable. I’ve seen many documents covered with ribbons and stamps which, in the end, proved to be worthless. A piece of paper from a chamber of commerce in the Netherlands may not look as impressive, but you can trust it. That’s important to clients.Cultural differences already play a key role in domestic transactions in terms of whether the cooperation succeeds or fails. The effect is all the greater in an international context. Books have been written and theories developed about how to ensure success. Yet international cultural differences are often the reason why the added value which parties had anticipated is not achieved or the cooperation even proves to be a bust. A lack of attention to these differences beforehand and a lack of sufficiently strong leadership to make employees enthusiastic about the international integration are sometimes cited as additional causes.The importance of cultural differences cannot therefore be underestimated. The legal aspect is just one difference, but that’s what lawyers are confronted with the most. To be sure, there are similarities, too: The lawyers generally work hard and often in similar ways, and they are very much engaged in the transactions they are guiding. Should a problem unexpectedly arise, the lawyers will be able to communicate with each other and come up with a solution fast. Still, the differences remain. Thus, in negotiations with foreign parties, knowledge of, say, negotiation practices, the value of promises, and contract styles is essential. For clients, it’s good to know that they’re working with lawyers with international experience, who know the lay of the land. Being able to build on an international network of trusted advisers who are at the ready and who can point out the major issues in diverse areas is likewise invaluable. Because, before you know it, a transaction might suddenly be halted for three business days due to the fact that the Pope’s in town! Or the local archivist will need at least 12 weeks to dig up a simple document. Or a contract negotiated with someone who had been seen as the ‘CEO’ turns out to be meaningless, as he’s got three other bosses above him.The nicest cultural differences are the ones which don’t come as surprises.