Corporate governance and compliance in cross-border transactions: legal mechanisms for business recovery

this article examines the critical role of corporate governance in the success of cross-border transactions, extending beyond traditional financial and operational risks. The topic's relevance stems from the rising number of international mergers and acquisitions that often fail due to a disregard for legal and cultural differences in governance systems. The goal is to identify patterns where a weak corporate governance structure or inadequate integration planning during a deal lead to negative legal and financial consequences. A significant contradiction exists within the current literature: theoretical models of Due Diligence and legal guarantees often fail when confronted with real-world practice. In such cases, hidden factors – like conflicts between boards of directors and shareholders or discrepancies in management's fiduciary duties – play a decisive role. Without a deep comparative legal analysis and an evaluation of the governance structure in each specific case, deal risks remain unpredictable. The author's contribution involves the systematization and analysis of judicial precedents that vividly demonstrate the legal repercussions of misconduct and misjudgments. The paper also highlights the role of shareholder activism as a tool that compels managerial integrity in international deals. This material will be valuable for corporate lawyers, investment bankers, board members, and specialists in international law and M&A.

shareholder activism, corporate governance, legal analysis, mergers and acquisitions, cross-border transactions