Transactions that cross borders are rarely straightforward. Tax structures that work in one jurisdiction create unexpected exposure in another. Timing requirements diverge. Regulatory approvals multiply. And the stakes — for founders, shareholders, and the businesses themselves — are significant.
Legamaro Banipal brings a cross-border perspective to every transaction we handle. Our M&A practice is built around mid-market and private company deals involving US (domestic/domestic transactions) as well as U cross-border transactions with international parties — the deals where sophisticated legal and tax structuring matters most and where the right counsel at the table makes a measurable difference in outcome.
What We Do
We advise buyers, sellers, and investors across the full transaction lifecycle — from initial structuring and due diligence through negotiation, documentation, and close. Our work includes:
Deal Structuring We help clients think through the structure of a transaction before a term sheet is signed. Asset sale or share sale. Merger or acquisition. Holding company interposition. Each choice carries tax, liability, and operational consequences that compound across jurisdictions. We map those consequences early so our clients negotiate from a position of clarity.
Due Diligence We conduct and coordinate legal due diligence with particular attention to cross-border issues — foreign ownership restrictions, tax treaty positions, transfer pricing arrangements, intellectual property chains, and regulatory compliance across multiple jurisdictions. We know what to look for, and we know how to translate what we find into actionable deal intelligence.
Purchase Agreement Negotiation and Drafting We draft and negotiate purchase agreements, disclosure schedules, representations and warranties, indemnification structures, and closing conditions. In cross-border transactions, the negotiation of representations and the allocation of post-closing risk requires fluency in both the legal and tax frameworks of each jurisdiction involved. That fluency is central to how we work.
Tax Structuring The tax dimension of a transaction is never an afterthought in our practice — it is part of the deal design from the beginning. We structure transactions to optimize tax outcomes for our clients across US and Canadian federal and state/provincial regimes, and coordinate with local counsel in other jurisdictions as needed. This includes purchase price allocation, earnout structures, rollover equity arrangements, and the treatment of goodwill and intangibles across borders.
Reps and Warranties We advise on reps and warranties insurance as a deal tool — both from the buy side and sell side — including the allocation of risk between insured and uninsured representations, policy negotiation, and integration of insurance into the broader indemnification architecture of the deal.
Post-Closing Integration and Wind-Down Transactions do not end at closing. We assist clients with post-closing integration matters, purchase price adjustment disputes, earnout calculations, and — where applicable — the restructuring or wind-down of entities that are no longer needed following a transaction, including cross-border entity liquidations.
Our Cross-Border Perspective
Most M&A practices are built around a single legal system. Ours is not. The transactions we handle most frequently involve parties, assets, or structures that cross borders — and often extend to jurisdictions through holding company chains, intellectual property ownership, or investor bases. In this regard, we work collaboratively with international counsel to find the best solution to fit our client’s needs.
Representative Matters
Our M&A experience includes:
Buy-side and sell-side representation in cross-border asset and share acquisitions in the technology, financial services, and professional services sectors
Structuring of acquisition vehicles and holding company chains for international buyers entering the US and Canadian markets
Negotiation and documentation of purchase agreements with complex indemnification and reps and warranties structures
Tax-driven restructuring of ownership chains in connection with pending transactions
Post-acquisition entity rationalization and cross-border liquidation of subsidiary chains
Earnout negotiation and post-closing dispute resolution