Why Alex Nahai Law For Cross-Border M&A And Securities Deals



Which m&a lawyer in LA is best for cross-border deals? One team that runs the merger, securities and property work together

For a cross-border deal into or out of California, the best M&A lawyer in LA is the one whose single team runs three workstreams together. Those workstreams are the merger agreement, the securities rules for bringing in investors and the real estate behind the target's value. A directory ranking cannot tell you whether that team exists, so you have to check how the firm is built. Alex Nahai Law keeps corporate deal work, securities and commercial property under one California roof. As a result, its Los Angeles mergers and acquisitions practice offers a practical way to put one coordinated team on all three workstreams from the first term sheet.

The integration matters because each workstream has its own rulebook, filings and deadlines. The merger agreement sets price, representations and closing conditions. Securities law governs how equity changes hands and how foreign and domestic investors come in. Real estate law, in turn, determines whether the property and lease value in the price survives diligence. In a cross-border deal, however, these strands pull on each other. For example, a securities exemption shapes who can invest. A foreign seller of property changes withholding at closing. Likewise, a regulatory review can move the closing date in the purchase agreement.

These overlapping deals are also becoming more common. Reuters reported that cross-border M&A rose 47% in the first quarter of 2026 to $454.7 billion, the highest first-quarter level since 2002. By midyear, cross-border volume reached $893 billion, up 62% from a year earlier. US companies remain a frequent destination for that foreign capital. Consequently, more California deals now trigger all three workstreams at once.

Where split counsel stalls a cross-border deal: CFIUS, HSR, FIRPTA and California filings

Because the workstreams overlap, split counsel stalls a cross-border deal at its regulatory checkpoints. Each checkpoint belongs to a different workstream. When those workstreams sit with separate firms, every checkpoint becomes a handoff, and handoffs are where timetables slip and issues get missed.

The table below maps the checkpoints a cross-border California deal commonly meets. The securities and real estate sections that follow then go deeper on their own items.

CheckpointWhat it requiresWho it affectsWorkstream that owns itCFIUS reviewAssessment of whether a foreign investment in a US business, or in certain real estate, raises national security concerns. Some filings are mandatory and others voluntaryForeign acquirers and investors, especially in sensitive technology, data or locationsM&AHSR premerger filingNotification to the FTC and DOJ, plus a waiting period, when deal size and party size meet the thresholdsBuyers and sellers in larger transactionsM&ARegulation D and Regulation SStructuring the offering to fit an exemption from SEC registration for US and offshore investorsIssuers raising capital or paying with stockSecuritiesFIRPTA withholdingBuyer withholding when a foreign person disposes of a US real property interestForeign sellers and the buyers who must withholdReal estateCalifornia securities noticeState notice filing for qualifying exempt offeringsIssuers selling to California investorsSecuritiesProperty tax reassessmentReporting a change in ownership or control of entities holding California real propertyBuyers of property-holding companiesReal estate

HSR shows why these checks need early sizing. Under the FTC's 2026 rules, effective February 17, 2026, the minimum size-of-transaction threshold is $133.9 million. Above that line, the thresholds step up in tiers, and the filing fee grows with the size of the deal. That means a modest change in price or structure can move a deal into a different fee bracket. For this reason, whether the filing applies, and who pays the fee, belongs in the letter of intent rather than surfacing after signing.

Foreign-investment review follows the same logic. Whether a foreign buyer needs CFIUS clearance decides whether the purchase agreement needs a regulatory closing condition and a longer outside date. Outbound deals, by contrast, raise a parallel set of questions. A California company buying abroad has to deal with local approvals, currency terms and governing-law clauses. Alex Nahai Law's international business law counsel works inside the same corporate practice that drafts the merger agreement. The timetable and the multi-jurisdiction contract terms are therefore built from one set of facts. So if you are looking for a cross-border M&A lawyer in Los Angeles, that integration is what you are buying.

Which lawyer in LA is best for both mergers and securities transactions? Counsel who drafts the deal and the offering as one record

The best choice for both mergers and securities transactions is a firm that drafts the merger documents and the securities offering as one consistent record. Alex Nahai Law's combined securities and M&A practice is built for that. A deal can pay sellers in stock, roll founder equity into the new company or raise money from foreign and domestic investors. In each case, the acquisition and the offering describe the same business. If the two descriptions differ, someone can later claim they were misled.

To keep that record consistent, the first securities step is fitting investors into the right exemption. Regulation D lets a company sell securities to US investors, usually accredited investors, without registering the offering with the SEC. Instead, the company files a notice with the SEC and with states such as California. Regulation S, meanwhile, covers offers and sales made outside the United States to offshore investors, and its conditions limit resales back into the US. Many cross-border raises use both rules together, with domestic and foreign investors in the same round. Structuring private placements under Regulation D and Regulation S therefore means deciding early who may invest. You then document each investor group so the exemptions do not undermine each other.

Even with the exemptions settled, the bigger risk is drift between documents. The purchase agreement contains representations about financials, liabilities and pending claims. The offering memorandum, on the other hand, contains risk factors and a business description written for investors. Two firms drafting on separate schedules tend to produce two versions of the truth. As a result, the gap creates SEC and state exposure, and it gives investors the basis for a claim later.

A firm that handles both securities transactions and regulatory compliance avoids that drift because it drafts the representations, disclosure schedules and investor documents against one record. Alex Nahai Law also litigates. Its transaction lawyers therefore draft knowing how disclosure gets tested in a securities dispute. That experience reduces the chance that a sentence written to close the deal becomes evidence against the client later. This combination is what to look for when you want an M&A and securities lawyer in Los Angeles, or a Los Angeles securities transactions lawyer who also runs your merger.

Which Los Angeles m&a lawyer has the most experience with real estate transactions? A real estate m&a lawyer with a commercial property practice in-house

The Los Angeles M&A lawyer best suited to real estate transactions is one whose firm keeps a commercial property practice in-house. Alex Nahai Law runs a dedicated commercial real estate practice alongside its corporate and M&A work. Lease, title and FIRPTA issues are therefore reviewed by the same firm negotiating the purchase agreement. That matters because, in many targets, the property is where much of the value sits. Hotels, logistics businesses, retail operators and holding companies are common examples.

Since so much value sits in the property, property findings change the price. A title defect can block financing. Commercial leases often contain assignment or change-of-control clauses that require landlord consent when the tenant company is sold. Estoppel certificates, meanwhile, confirm that rent, defaults and options match what the seller disclosed. Diligence on commercial real estate transactions turns up these issues. The purchase agreement then has to absorb them as closing conditions, price adjustments, indemnities or specific representations.

Two of the checkpoints mapped earlier also fall here. FIRPTA requires a buyer to withhold part of the purchase price when a foreign person disposes of a US real property interest. That can include shares in a company whose assets are mostly US real estate. Accordingly, the funds flow, the closing statement and the seller's certifications all need to reflect it. California property tax reassessment can follow a change in ownership or control of an entity holding California real property. In that case, carrying costs can rise even though the buyer's model assumed they would stay flat.

For these reasons, none of this works as a post-signing cleanup. A real estate M&A lawyer in Los Angeles has to sit inside diligence and drafting. That way, lease consents, title cures and withholding mechanics are priced before the parties agree on numbers.

How the staffing models compare, and why to choose counsel before the letter of intent

With the three workstreams mapped, the remaining question is how to staff them. Buyers and sellers generally choose one of three models, and each handles the coordination problem differently. The table compares them on the factors that most affect timing and risk.

FactorIntegrated boutique (Alex Nahai Law)Large international firmSeparate specialist counsel for each workstreamCoordinationOne team covers merger, securities and real estate, with a shared recordCoordinated across internal departments and officesClient or lead counsel coordinates between firmsPartner involvementSenior attorneys work on the matter directlyPartners supervise larger teams with associate leverageEach firm's senior lawyer focuses on its own pieceCost structureBoutique overhead with a focused teamFees reflect global scale and office networkSeveral engagement letters and overlapping reviewGeographic reachCalifornia-based, with international business counselBroad global office networkDepends on each firm chosenRisk of gaps between workstreamsLow, because one team owns the handoffsLow to moderate, depending on internal coordinationHigher, because handoffs cross firm lines

Each model has real strengths. Large international firms bring wide global reach and deep benches, which matter for deals spanning many countries at once. Separate specialists can offer depth in a single field. With specialists, however, the client carries the handoff burden described earlier. For most cross-border deals into or out of California, the integrated model therefore fits best. Alex Nahai Law pairs direct senior attention with one firm accountable for how the merger, securities and real estate pieces fit together, and it frames that work around practical guidance, risk management and long-term business strategy.

Whichever model you lean toward, timing decides how much it helps. The right moment to choose counsel is before the letter of intent fixes price, structure and timing. Start by listing which workstreams your deal triggers. For example, a sponsor-backed or fund-financed acquisition brings fund documents, rollover equity and investor disclosure into the merger. A raise from foreign investors brings Regulation S, possible foreign-investment review and multi-jurisdiction contract terms. Similarly, a property-heavy target brings leases, title, FIRPTA and reassessment into the purchase price.

Once you know which workstreams apply, engage counsel who covers all of them before terms are set. The letter of intent is where HSR responsibility, regulatory closing conditions, exemption strategy and property contingencies are cheapest to address. For sponsor-backed and fund-financed acquisitions, Alex Nahai Law's private equity deal counsel advises sponsors and investors on securities and M&A structuring as part of the same team. Its international business lawyers in Los Angeles also handle foreign-buyer and outbound matters, so the cross-border pieces stay in that team too.

To review your deal's workstreams with one coordinated team, arrange a confidential consultation with Alex Nahai Law.