Cross-border structuring in UK M&A: outlook for H2 2026 and 2027

Cross-border structuring remains a central feature of UK M&A, but the reasons clients choose to use international finance centres have continued to evolve.

While tax considerations remain part of the discussion, they are rarely the primary driver of structuring decisions. In practice, conversations are far more likely to focus on governance, financing flexibility, investor alignment and, increasingly, transaction execution. Clients are interested in what a structure enables rather than the technical features of any particular jurisdiction.

Several market developments are contributing to this shift. This article explores how geopolitical uncertainty, changing capital markets and increasing expectations around transparency and governance are shaping the priorities of investors and dealmakers. 

UK M&A and the role of cross-border structures 

The UK M&A market has regained momentum after a more subdued period in 2023 and 2024, although buyers remain disciplined. Across the market, we are seeing a continued focus on strategic acquisitions, take-private transactions and sponsor-backed deals where there is a clear investment thesis and realistic value creation opportunity. International capital continues to play a significant role, both in London and across the major regional markets. 

Against that backdrop, international holding structures continue to serve an important practical purpose. For transactions involving investors, lenders and management teams located in different jurisdictions, they often provide the most efficient framework through which to organise ownership, governance and financing arrangements.

Their enduring attraction is not complexity but simplicity. A well-designed structure allows parties to concentrate on the commercial objectives of a transaction rather than the challenges of coordinating multiple legal systems and stakeholder groups.

How geopolitics is reshaping transaction planning

One of the recurring themes we have seen during the first half of 2026 is the extent to which geopolitical developments can influence deal activity even where the underlying target business is not directly affected.

The conflict involving Iran and the resulting pressure on energy markets, inflation expectations and global supply chains introduced a degree of caution into the market. While few transactions were abandoned solely because of geopolitical concerns, buyers and lenders have become increasingly focused on resilience, downside protection and operational flexibility. 

That greater emphasis on resilience is influencing structuring decisions. Buyers are spending more time assessing supply chain dependencies, financing arrangements and contingency planning than they were several years ago. Increasingly, acquisition structures are expected to accommodate future refinancings, additional capital injections or changes in ownership without requiring extensive restructuring. As a result, flexibility is becoming as important as efficiency. 

Why flexibility matters more than ever 

This trend is particularly evident in private equity transactions. Sponsors continue to favour structures that provide optionality throughout the life of an investment, from acquisition through to exit.

In our experience, discussions around structuring are increasingly taking place at an earlier stage of transactions than they previously did, reflecting a desire to ensure the platform can accommodate follow-on acquisitions, minority investments or alternative financing solutions. International holding companies remain a common solution, particularly where investor groups include participants from multiple jurisdictions. 

Artificial intelligence is also beginning to influence the market in more practical ways than many anticipated. Much of the attention has understandably focused on businesses developing AI technologies and the valuations such businesses can attract. However, the more immediate impact is arguably on transaction execution. 

Several transactions over the past year have demonstrated how technology is shortening diligence timetables and increasing the volume of information that bidders can analyse within compressed timeframes. Buyers are reaching preliminary conclusions more quickly, while advisers are increasingly expected to process and assess larger quantities of information within the same transaction timetable. In competitive auction processes, speed has become an increasingly important differentiator. 

The consequence is that transaction readiness is becoming more valuable. Businesses that have clear corporate structures, organised records and established holding arrangements are often better positioned to respond quickly when opportunities arise. From a structuring perspective, investors are increasingly attracted to arrangements that can accommodate new investment, acquisitions or refinancing activity without creating unnecessary complexity. 

Greater scrutiny and increased transparency 

The UK political environment also continues to shape market expectations. The government remains focused on attracting inward investment and supporting economic growth, particularly in sectors such as infrastructure, energy and technology. At the same time, there is an increasing emphasis on transparency, governance and demonstrating a clear commercial rationale for ownership structures. 

This should not be interpreted as opposition to cross-border structuring. Properly established international vehicles remain a routine and widely accepted component of international M&A. What has changed is the level of scrutiny applied to them.

Investors, lenders, regulators and other stakeholders increasingly expect structures to be straightforward, proportionate and capable of clear explanation. Structures that serve a genuine commercial purpose continue to be readily accepted; structures that introduce unnecessary layers without an obvious rationale attract greater attention than they once did. 

These considerations are particularly relevant in take-private transactions. Public-to-private deals frequently rely on international acquisition vehicles to coordinate financing and ownership arrangements, especially where consortium investors are involved. While this remains standard market practice, stakeholders are paying closer attention to ownership transparency, governance standards and long-term investment strategy. Simplicity and clarity can often contribute as much to successful execution as technical sophistication. 

Structuring for the next phase of M&A 

Corporate carve-outs remain another significant source of activity. Many businesses continue to review portfolios and divest non-core operations, creating opportunities for strategic acquirers and private equity investors.

In these transactions, international structures are often used to facilitate the separation of businesses operating across multiple jurisdictions. The most effective structures are typically those that make the business easier for a purchaser to understand and finance, rather than those that seek to achieve complexity for its own sake. 

The continued growth of private credit is also having a noticeable impact on transaction structuring. A number of transactions that would once have been financed exclusively by traditional banks are now being supported by direct lending funds and alternative capital providers. This has expanded financing options for borrowers and introduced greater flexibility into the market. From a structuring perspective, it has reinforced the need for acquisition vehicles capable of accommodating different funding sources while maintaining clear governance and creditor protections. 

M&A market outlook for 2027 

Looking ahead, cross-border structuring is likely to remain an integral part of UK M&A activity. Cross-border capital flows continue to underpin a significant proportion of larger transactions and there is little indication that this will change. International investors will continue to require structures that operate effectively across different legal, regulatory and financing environments. 

Perhaps the most notable change over the past two years is that discussions around cross-border structuring have become far more commercial than technical. Clients are generally less interested in the theoretical advantages of a particular jurisdiction and far more focused on certainty of execution, access to capital, governance and flexibility for future transactions. In many respects, that shift has reinforced rather than diminished the importance of well-established international structures. 

What is changing is the way those structures are evaluated. Technical effectiveness alone is rarely sufficient. Investors, lenders and regulators increasingly expect structures to be transparent, commercially justifiable and aligned with the broader objectives of the transaction. 

From our perspective, the most successful structures are rarely the most elaborate. The structures that consistently support efficient execution, financing flexibility and smooth exits are usually those built around a clearly defined commercial purpose. In an environment characterised by geopolitical uncertainty, rapid technological change and increasing scrutiny of governance, that principle is likely to become even more important over the course of 2027. 

How Ogier can help 

Whether you are considering an acquisition, disposal, take-private transaction or corporate carve-out, Ogier's M&A experts can advise on the structuring, financing and governance considerations involved in complex cross-border transactions.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

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