Why Culture Is Now a Core Legal Risk in Cross-Border M&A Deals

Global mergers and acquisitions demand technical sophistication, disciplined execution, and relentless attention to deliverables. But deal mechanics alone don’t determine whether a merger succeeds.

The moment closing documents are signed, the real work begins: integrating people, expectations, and ways of working. That transition, from contract to culture, is where many M&A efforts quietly stumble.

As the legal and compliance leader for numerous integrations, I’ve seen how cross-border differences can either weaken a deal’s foundation or strengthen it. Several lessons stand out for general counsel navigating the human terrain behind global M&A.

Prioritize Human Elements

Integration plans, roadmaps, and workstreams create structure, but the human factor is decisive. Risk appetite, decision-making norms, comfort with dissent, and communication styles vary across organizations—and even more across jurisdictions.

A merger succeeds when two cultures find common ground. Without that alignment, the risk of cultural fragmentation rises quickly.

Most integration plans still devote more attention to systems than to people: consolidating policies, rolling out new reporting lines, and standardizing technology. Yet the deeper work of how teams think, communicate, and decide often receives far less focus.

When the human element is underappreciated, operational issues can quickly escalate into legal or compliance challenges. Culture work anchors M&A integrations and enables technical components to operate as intended.

Assert Leadership

Leadership must move quickly to set expectations and demonstrate respect. Regardless of what the dealmakers decided, every employee now faces a personal choice about the merger or acquisition: Will this new organization value me? Will it offer opportunities for growth? Will I feel connected to the people I’ll be working with? Where do I fit in?

Significant transitions create natural vacuums, and filling those vacuums becomes the first priority the day after closing. A comprehensive and coordinated communications plan – cascading from the top of the new hierarchy to the bottom – is essential.

Employees listen closely to the CEO’s first post-deal message for cues about continuity, belonging, and the value placed on their contributions. They also will respond positively to senior leadership being physically present in major offices to answer questions, listen, and address concerns.

Assertive, deliberate leadership is critical at this delicate stage, where individual employees are forming their first impressions of the new organization. These early undercurrents often shape integration outcomes more powerfully than any master plan.

Don’t Rush Alignment

Cultural alignment takes time, and shortcuts are rarely constructive. Compliance programs assembled too quickly may look rigorous on paper but struggle in practice.

A solid foundation requires understanding of incentives, professional histories, and the norms that shape daily decisions. It also means acknowledging respectfully that some people may choose not to continue within the new structure. Allowing space for those choices helps the organization settle into its new identity.

Knowing when to bring in specialists is just as important. The generalist nature of in-house practice is an asset, but so is recognizing when deeper expertise is required. The value lies in knowing where the guardrails are and when to widen the circle.

Build Trust Early

Trust and interpersonal connection is the backbone of any risk mitigation strategy. And nowhere is this more important than among in-house legal teams.

Being present early allows counsel to guide decisions with nuance and context. That requires proximity, not just authority. Internal stakeholders are clients. Understanding their priorities and risk tolerance helps legal teams spot issues before they become problems.

I saw the value of this firsthand in a recent acquisition where a key business leader departed just months before closing. The potential for drift was significant.

Instead, it prompted deeper engagement: listening to concerns, offering context, and building relationships early. As a result, teams approached legal before risks could arise, helping preserve the deal’s momentum.

Bridge Differences

Cross-border integration adds complexity. Some organizations may communicate directly and value speed; others may prioritize consensus. Certain teams may approach hierarchy and risk differently.

None of these approaches is right or wrong—they’re just different. Bridging them requires curiosity and presence. Asking, “How does this land for you?” can prevent misunderstandings that slow integration or erode trust.

Legal teams often serve as cultural interpreters, explaining how different legal systems shape risk perception and translating expectations across borders. This translation work is essential for creating a shared understanding of how the combined organization will operate and manage shared risk mitigation.

Be Patient

Closing day isn’t the finish line; it’s mile marker one. Culture shows up in the ordinary routines of organizational life via team meetings, training programs, town halls, and the countless decisions that reveal how leaders expect the organization to function.

Successful integration requires consistent leadership, transparent communication, and a willingness to revisit assumptions as the combined organization matures. Over time, the mechanics of policy, process, and training become expressions of culture rather than substitutes for it.

For legal teams, the greatest impact comes from understanding the people involved across our own organization and across every table we sit at. When that understanding is real, compliance becomes something people believe in, and deals evolve into durable partnerships.

Cross-border M&A begins with contracts. But it prospers through human connection and succeeds with the creation of an abiding culture that reinforces integrity, transparency, and good risk-based judgment.

This article does not necessarily reflect the opinion of Bloomberg Industry Group, Inc., the publisher of Bloomberg Law, Bloomberg Tax, and Bloomberg Government, or its owners.

Author Information

Ian McConnel is chief legal officer of CSC.

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