Signed, Sealed, Blindsided: Why International Buyers Need A US Playbook Before They Bid

BusinessHollywood & EntertainmentSigned, Sealed, Blindsided: Why International Buyers Need A US Playbook Before They BidByBradfield Biggers,Contributor.Forbes contributors publish independent expert analyses and insights. Bradfield Biggers leads an Entertainment, Media & Music practice.for Legal EntertainmentFollow AuthorJun 15, 2026, 04:44pm EDTPrivate M&A in the United States can be paper-heavy, fast-moving, and specific, creating legal obstacles international buyers may be unfamiliar with.Getty ImagesMy previous articles in this series have addressed strategic entry into the US market and explored the ways in which varying state laws can create obstacles for international investors.Still, even where the legal issues are manageable, the entire deal process may feel unfamiliar to buyers. Private M&A in the US can be paper-heavy, fast-moving and specific. Letters of intent often set the tone for leverage later, and disclosure schedules can become a major part of the negotiation. Representation and warranty insurance may affect how parties think about indemnity. Purchase price adjustments, earnouts, rollover equity, employment packages and restrictive covenants may all be negotiated alongside the acquisition agreement.US Deal Practice Can Feel DifferentFor international buyers, the issue is not that US practice is better or worse. It is simply its own system. A buyer who tries to run a US process exactly the way it would run a European process may lose credibility. Sellers and bankers want to know that the buyer understands the expected path to signing and closing.Entertainment deals are especially complex because standard M&A concepts do not always fit neatly over rights-based assets or how the industry-specific lawyers, advisors and business executives operate.Corbis via Getty ImagesEntertainment deals add another layer of complexity because standard M&A concepts do not always fit neatly over rights-based assets or how the industry-specific...