Partner Philip von Mehren has lived and worked in many countries around the world, which fueled his interest in cross-border deals in Asia, Europe, and Latin America. For the past decade, he has worked in Venable's New York office, negotiating U.S.-based and cross-border acquisitions, strategic partnerships, and dispositions. He has also advised governments on various legislative initiatives.
Crain's New York Business recently named Philip to its list of Notable M&A Dealmakers. In this Q&A, Philip discusses what's new in the cross-border space, challenges for clients, and how his development work in Asia led him to study the law.
Q: What are some trends you are seeing in the cross-border transactional space?
Philip: I've been doing cross-border deals for more than two decades, and years ago you would see a lot of privatization of assets, such as petrochemicals, telecommunications, mining, ports, or roads. Now a lot more cross-border focus is on technology, financial assets, as well as consumer-focused companies, such as fast food. There's been a tremendous growth in the middle class in developing economies that's also led to the expansion of companies that cater to the interests and desires of that group. Investment in education and other sectors is growing in places like Latin America, Africa, and parts of Asia. I spend a lot of time thinking about those trends, what they mean, and what will happen next in the global economy.
Q: What are some of the challenges for entities hoping to enter cross-border deals?
Philip: Cross-border transactions tend to be exponentially more complicated than transactions that take place wholly within a single jurisdiction. Therefore, you need to have lawyers and businesspeople who understand the nuances of negotiating a transaction that's governed by, for example, New York law, but then has to be drafted in a way that encompasses and recognizes the peculiarities of, say, Mexican law. You can't just regurgitate contractual provisions used in wholly domestic transactions. The lawyers have to customize the various parts of the transaction to reflect the reality on the ground and fit the provisions into the document that governs the sale transaction.
In the last year or so, some clients have sought to sell assets that they thought might be sensitive to some of the policies that Trump talked about, including, but not limited to, increasing tariffs. Some businesses are extremely sensitive to tariff rates, and, as a result, I think overall cross-border transactions have slowed down a lot since the election. As the new normal becomes clearer, cross-border deals should return in force. From a business perspective, a lot of people are also worried about the supply chain right now.
Q: When you think about your day to day, is there a particular part of your practice that you find most interesting or rewarding?
Philip: What I find most striking about cross-border transactions is the need to understand the nuances of local law and how these nuances will impact the transaction. You need to understand a lot about the law in these local jurisdictions and how the language in the acquisition agreement is impacted.
I also find this area rewarding because when you do cross-border transactions you inevitably end up dealing with lawyers and businesspeople from different backgrounds and countries. I've always found that the variety of people that you work with in these transactions makes it inherently engaging.
Q: How did you come to focus your practice on cross-border M&A?
Philip: I joined the Experiment in International Living when I was a teenager. I went to Mexico and lived with a family, then went to Bolivia twice and lived with two different Bolivian families. Those experiences had a profound impact on my interest in Latin America. In college I reoriented my courses to focus on Latin America and development. Subsequently I earned a master's degree in Latin American history from Cambridge University.
After graduate school, I spent several years working in Thailand and Nepal. I lived in small villages, implementing applied nutrition programs for pregnant and lactating women and children 0-5 years old. I found that work to be extremely rewarding, but decided to go to law school. Once I graduated from law school, focusing on cross-border M&A seemed a natural progression, given my background.
After law school, I ended up searching for opportunities to live in Mexico. In the wake of the passage of NAFTA, I lived in Mexico City for two years and wrote a book on the profound impact NAFTA had on Mexican law.
Q: Can you tell me about your work helping future generations of dealmakers?
Philip: When I was a young lawyer, one of the best M&A practitioners I worked for took me aside, and we literally spent every day for three or four weeks in his office discussing the finer points of an M&A transaction. He quizzed me on issues, which forced me to understand the big picture as well as each of the building blocks. Those sessions were invaluable to me as I came to see both the "big picture," as well as how the pieces all fit together.
What I find very useful with the associates I work with is that, often, I will have them look at individual parts of the transaction document, and I'll ask them, "What's the market practice with respect to XYZ issue?" or I will ask them to give me a presentation on various parts of the transaction. They then come back, and they not only have contributed to the specific transaction but have also gained a bigger insight into the building blocks of what makes up an acquisition agreement. Ultimately, mentoring associates is an incredibly important and rewarding part of the practice of law. I have been very lucky to have mentored some incredibly talented and insightful young lawyers.
Q: What makes Venable the right platform for your practice?
Philip: Venable has an exceptional team for cross-border transactions: Our International Tax Group, led by Friedemann Thomma, has vast experience with structuring transactions for cross-border deals. Several Venable corporate lawyers were trained in civil law systems, which facilitates insights into how to draft a New York-regulated acquisition document governing the purchase and sale of non-common law entities. In addition, our IP, Labor and Employment, and Litigation teams all have extensive experience in supporting multijurisdictional transactions. All in all, our cross-border team is exceptionally capable and nimble.
Learn more about Venable's Mergers and Acquisitions Practice