Europe vs US deal habits that reshapes your M&A playbook

When Michaël Heene started advising on cross-border deals, the biggest surprises were not always legal. They were the assumptions each side brought to the table. A US acquirer might treat completion accounts as a given. A European seller might assume a locked box is standard. Both would be right in their home markets and misaligned in a live negotiation.

“Be well prepared,” says Michaël Heene, Partner and Regional Head of M&A Belgium at DLA Piper. Preparation here means knowing which levers are truly market and which are preferences you can trade.

In this conversation, Michaël maps the biggest EU-US differences that change timelines, price mechanisms, liability, and disclosure so you can negotiate with eyes open.

How Europe and the US set price

Completion accounts vs locked box is the first big fork. In the US, completion accounts are used in the vast majority of transactions. Parties recalculate the equity bridge at closing based on actual net debt and working capital, which gives precision but invites post-closing debate.

In Europe, especially in private-equity-led sales, the locked box fixes price off a historic reference date with leakage protections. It removes the closing recalculation and shifts interim-period risk to the buyer. 

European industrial buyers still use completion accounts, but US acquirers often expect their home-field norm. Knowing which approach you can credibly defend matters to both valuation and timetable.

What happens between signing and closing

Another split appears in interim risk. In the US, buyers frequently require a full repetition of representations and warranties at closing. If a rep can’t be repeated, the buyer may have a contractual walk-away right. Functionally, it behaves like a very broad material adverse change trigger.

European practice typically limits repetition at closing to a damages remedy, not termination, and allows disclosure of matters arising outside the sellers’ control. Sellers aim to keep conditions to a minimum and resist open-ended MAC constructs. On long-gap, regulatory-heavy deals, these choices define leverage when something changes late.

What counts as disclosure

The third big difference is what counts as disclosure. As Michaël sums it up, “US buyers expect disclosure letters; Europe relies on data room disclosure.” In Europe, if an issue is fairly disclosed in the data room, buyers are deemed to know it. The real debate is what “fairly disclosed” means and whether the key points were visible enough.

US buyers usually want disclosure letters mapped to each representation with specific exceptions spelled out. That adds drafting time and forces sellers to convert data room facts into structured schedules. If you propose pure data room disclosure to a US counterparty, you can expect pushback. It’s why many deals now use a hybrid to bridge expectations.

Liability, escrows, and insurance

Liability caps for warranty breaches tend to be lower in the US, 10 percent can already be considered high, whereas European caps often sit higher, though the spread varies by deal type and insurer appetite.

Legacy escrows, holdbacks, and bank guarantees remain common in US deals. In Europe, they’ve largely faded where W&I insurance is used. 

Private equity sellers prefer the clean exit W&I creates, and insurers have moved down-market: you’ll now see policies even in €5–25 million enterprise value transactions in some processes. 

The practical effect is fewer escrows, faster distributions, and a liability regime increasingly set by policy.

Why W&I keeps spreading in Europe

In a recent podcast episode with Frank Hoogendijk, we discussed how W&I insurance has moved from a niche tool for mega deals to a mainstream fixture in mid-market M&A. 

W&I shifts certain post-close risks from seller to insurer and helps resolve the buyer’s need for recourse without poisoning day-one relationships with retained management. It is now prevalent in the European mid-market and increasingly visible in lower-value deals, especially when private equity is on the sell side and wants a clean break.

Insurers reward solid diligence. Thorough, tech-enabled reviews lower exclusions and speed underwriting. That dynamic, combined with tighter auction processes, explains why W&I has become a competitive edge as much as a risk transfer tool.

Three ways to prepare for cross-border terms

Michaël’s advice to prepare is:

1. Know the price playbook. Decide upfront whether your facts support completion accounts or a locked box. Model the interim-period risks so your position doesn’t sound theoretical. If you expect US bidders, prepare your completion-accounts proposals in parallel.
2. Align on interim risk. Be explicit about walk-away triggers versus damages only. If a buyer insists on repeat reps at closing, negotiate targeted closing bring-downs, specific knowledge qualifiers, and disclosure update mechanics so the remedy matches the risk.
3. Engineer disclosure. Build your disclosure letter early, even in Europe, and tie it to the reps. Use the data room for breadth, and the schedules for clarity. The combination reduces disputes over what was “fairly disclosed” and compresses timetable pressure late in the process.

One last piece of advice

Cross-border M&A is less about getting everything standard and more about making your standards legible to the other side. The mechanisms above interact with works council rules, FDI approvals, and sector-specific risk. Treat them as design choices, not boilerplate.

Heene’s closing counsel is simple and worth repeating: be well prepared on terms, on timing, and on documentation. That is what turns differences into decisions, and decisions into closed deals.

If you want a head start, Emma Legal helps teams spot issues early and present a clean, defensible story to counterparties and insurers.