We are signing or buying across a border

Commercial contracts

In the EU

Within the EU a choice of law is respected under the Rome I Regulation, and court judgments move between member states under the recast Brussels I Regulation.

In Switzerland

Swiss law is a common neutral choice. Judgments move between Switzerland and the EU under the Lugano Convention. With counterparties elsewhere, arbitration is usually the safer route.

In the United Kingdom

English judgments no longer move through the EU under Brussels I. The Hague Judgments Convention has applied between the United Kingdom and the EU, except Denmark, since 1 July 2025, for proceedings started on or after that date. Exclusive court clauses are covered by the Hague Choice of Court Convention.

In the Middle East

Court judgments are difficult to enforce across this border, so contracts usually provide for arbitration, with awards enforceable under the New York Convention.

Intra-group agreements

Each agreement has to hold under the law of both entities, and the price charged between them has to follow the group's transfer-pricing policy.

Acquisitions and investments

In the Netherlands

Shares in a Dutch BV change hands only by notarial deed. Investments in vital infrastructure and sensitive technology are screened under the Vifo Act.

In the EU

Share transfers follow the target's national law, often before a notary, and most member states screen foreign investment in sensitive sectors.

In Switzerland

Shares in a GmbH are assigned in writing, normally with the approval of the members' meeting, and the new holder is entered in the commercial register. The purchase of Swiss residential property by persons abroad is restricted, and an investment screening act adopted in December 2025 is expected to apply from 2027.

In the United Kingdom

Shares transfer by a simple instrument, but the National Security and Investment Act requires clearance before closing for acquisitions of more than 25% of a company active in a list of sensitive sectors, which the government has said it will extend.

In the Middle East

Foreign ownership is open in many activities and capped or licensed in others, and the rules differ between mainland and free zone.

Between two places

Between Switzerland and the EU

Between Switzerland and an EU member state, judgments are recognised under the Lugano Convention.

Between the United Kingdom and the EU

Between the United Kingdom and an EU member state, except Denmark, judgments are recognised under the Hague Judgments Convention in proceedings started on or after 1 July 2025.

With head office outside Europe

With head office outside Europe, enforcement at home matters as much as enforcement here, which often points to arbitration.