The 5 Biggest Regulatory Roadblocks in Global M&A: How Senior Deal Teams Anticipate Them, Allocate Risk, and Still Close

Regulatory approvals do not sit on the perimeter of an M&A transaction, because they can rewrite the timetable, the integration plan, and the value you thought you bought. Regulators can slow a deal through statutory clocks and expansive information requests, and they can reshape a deal through remedies, mitigation agreements, governance conditions, and operational constraints. A transaction can also “fail” without a formal prohibition when delays collide with financing timelines, long-stop dates, or the parties’ appetite for concessions.

Global coverage makes this harder, because a single deal can trigger parallel reviews that apply different legal tests and different policy instincts. Competition authorities focus on market structure and competitive effects, national security reviewers focus on foreign influence and strategic resilience, sector regulators focus on safety and continuity, privacy and cyber regimes focus on lawful processing and risk controls, and sanctions and export rules focus on prohibited relationships and controlled technology. Each regime can feel manageable on its own, but overlap creates sequencing risk and remedy spillovers that experienced teams ignore at their peril.

This guide focuses on the five most common and biggest regulatory roadblocks, and it frames each roadblock in the same execution-oriented structure. The goal involves helping seasoned practitioners pressure-test risk early, resource the right workstreams, and avoid the classic mistake of treating regulatory work as “post-signing paperwork,” which remains a reliable way to let your closing schedule develop a personality of its own.

Why These Five Roadblocks, and the Core Concepts That Keep the Analysis Grounded

These five roadblocks appear repeatedly across jurisdictions and sectors, and they also meet three practical criteria that matter to deal certainty. Each can materially delay closing through in-depth review or multi-agency sequencing, each can force value-changing conditions, and each can stop a deal outright or create a de facto stop through timing and risk allocation. Each also tends to escalate when the parties present an inconsistent narrative or when internal documents undercut external advocacy.

Several concepts recur across the roadblocks:

• Merger control assesses competition effects and can impose structural or behavioral remedies. 
• FDI and national security screening assesses foreign control or influence and can require mitigation agreements that shape governance and operations. 
• Sector approvals assess fitness and continuity in regulated industries and can attach conditions to licenses or key persons. 
• Data protection and cybersecurity regimes shape what parties can share during diligence and how they can integrate systems and transfer data post-close. 
• Sanctions, export controls, AML, and anti-corruption rules constrain counterparties, technologies, payments, and disclosures, and they can generate enforcement exposure that changes whether closing remains advisable.

The most useful unifying mindset treats regulatory strategy as a parallel transaction. That parallel transaction needs its own diligence, evidence plan, narrative, remedy or mitigation boundaries, and timeline governance, because regulators do not reward improvisation and they rarely accept “we will figure it out later” as a control framework.

The 5 Most Common and Biggest Regulatory Roadblocks in M&A Transactions:

1) Competition and Antitrust Clearance

Competition authorities review whether a transaction may reduce competition through higher prices, reduced output, diminished quality, weaker service levels, or reduced innovation. Modern reviews also test vertical foreclosure, platform and ecosystem leverage, data advantages, and the loss of potential competition, particularly in technology, healthcare, and infrastructure-adjacent markets.

Why it becomes a roadblock

Antitrust becomes a roadblock when the authority sees a plausible theory of harm and decides it needs depth rather than speed. Depth means extensive document demands, detailed market testing, economic modeling, and iterative questions that can expand from basic overlaps into incentives, innovation roadmaps, and customer-specific switching realities. Multi-jurisdiction filings amplify friction because authorities can pursue different theories at the same time, and a remedy offered to one authority can trigger follow-on questions elsewhere.

The fastest way to increase antitrust pain involves presenting a story that conflicts with the parties’ internal documents. Regulators often treat internal strategy decks as candid admissions, and they treat inconsistencies as credibility gaps that justify more investigation.

How deal teams clear it

Teams clear antitrust most reliably by aligning narrative, evidence, and remedy posture early. The narrative must match how the business actually competes, including who it fears, where it wins, and what customers can do if prices rise. The evidence must include internal documents, transaction data, win-loss history, and customer behavior that supports the narrative under scrutiny. The remedy posture must define what the buyer can accept without destroying the deal thesis, because remedy negotiations move quickly once the authority signals concern.

When risk rises, teams usually pursue clearance through one of three approaches, and they often blend them. They can persuade the authority that competition remains strong because rivals constrain behavior and entry remains credible. They can offer behavioral commitments that address targeted concerns, such as access, interoperability, or non-discrimination. They can propose structural remedies such as divestitures, which regulators often prefer because they can monitor outcomes more easily.

What you need to clear it

You need a filing and sequencing plan that treats global reviews as a portfolio, not as a series of disconnected tasks. You also need disciplined document management and clean team protocols so diligence and integration planning do not create gun-jumping risk or generate avoidable “bad exhibits.” You need economic support that can translate the business reality into defensible analysis, and you need a remedy execution plan that can stand up operationally if divestitures or access commitments become necessary.

Who helps

Antitrust counsel manages the process and negotiates with agencies, while economists test market definition and competitive effects with data-driven rigor. Business leaders carry unusual weight because they translate competition facts into credible explanations, and they often influence how third parties respond during market testing. Remedy and divestiture specialists matter when structural solutions become plausible, because a regulator will not accept a divestiture perimeter that cannot operate on day one.

Best practice preparation

A pre-signing “theory of harm” session often saves months later because it forces the team to confront the regulator’s likely framing before the clock starts. A disciplined review of internal documents reduces the chance that ordinary competitive language gets interpreted as a plan to foreclose. A realistic long-stop date and precise remedy obligations in the SPA prevent timing stress from becoming a renegotiation trigger at the worst possible moment.

2) Foreign Investment Screening and National Security Review

FDI and national security regimes assess whether foreign ownership, influence, or access could create national security or public order risks. Many regimes cover critical infrastructure, defense supply chains, sensitive technologies, large-scale personal data, energy, telecom, and dual-use capabilities, and the triggers often include governance rights as well as equity ownership.

Why it becomes a roadblock

This roadblock becomes big because the analysis can depend on geopolitics, strategic context, and risk models that sit partly outside the parties’ view. Authorities may worry about access to sensitive data, ability to disrupt supply chains, proximity to government work, or leverage over essential services. They can require mitigation agreements that shape board composition, information access, staffing, facility controls, data localization, audit rights, and long-term compliance reporting.

FDI friction also spikes when a deal team discovers late that “control” can exist without majority ownership, because veto rights, board seats, and information rights can create influence triggers that require filing and extend timelines.

How deal teams clear it

Teams clear FDI screening by identifying sensitive touchpoints early and offering mitigations that address the regulator’s specific risk theory without creating governance chaos. The strongest mitigation proposals stay concrete and operational, because regulators respond better to controls they can audit than to broad statements of good intent. A credible plan often covers who controls access, how the company logs and reviews access, what happens during incidents, and how the company will maintain continuity even under stress scenarios.

What you need to clear it

You need a precise ownership and control map, including ultimate beneficial ownership and governance rights, because reviewers focus on influence pathways. You need a data flow map that explains where sensitive data lives and who can access it after closing. You often need export control classifications and licensing analysis, because controlled technology can intensify national security sensitivity. You also need a mitigation playbook that prices operational impact, because “agreeing to mitigations” can quietly destroy integration value if the deal model never accounted for ongoing constraints.

Who helps

National security counsel guides filings, mitigation negotiations, and engagement strategy. Export controls specialists help avoid mitigation commitments that conflict with licensing realities. Cybersecurity and operational security leaders make mitigations credible by designing implementable access controls and monitoring. Government affairs teams can support stakeholder engagement, but they add the most value when they complement the technical mitigation story rather than replace it.

Best practice preparation

Teams benefit from an early “deal-killer” screen that tests whether any prohibited structures or high-risk triggers apply. Governance design deserves early attention because control concepts often turn on rights rather than on percentages. Integration planning should include a mitigation-ready operating model so that compliance obligations do not emerge as a post-close surprise that lives forever.

3) Sector-Specific Regulatory Approvals and License Transfers

Sector regulators in industries such as financial services, telecom, energy, utilities, aviation, defense, and healthcare often require consent for changes of control, license transfers, key person approvals, or ownership structure changes. These regimes evaluate safety, prudential stability, service continuity, and compliance capacity, and they often run in parallel with antitrust and FDI reviews.

Why it becomes a roadblock

Sector approvals become major roadblocks when the regulator questions the buyer’s fitness, financial resilience, governance, or operational readiness. Regulators can scrutinize capital, liquidity, risk frameworks, AML controls, outsourcing dependencies, cyber resilience, and open supervisory findings. They also care about continuity, because an integration program can look like a plan to break things faster, not a plan to improve them.

These approvals also create sequencing challenges because a transaction can clear competition review and still fail to close if the sector regulator remains unconvinced about governance or stability.

How deal teams clear it

Teams clear sector approvals by proving that the post-close entity will remain safe and compliant on day one and resilient over time. The buyer should present a clear governance model with accountable leadership, independent oversight where required, and escalation paths that match supervisory expectations. The buyer should also present an operational continuity plan that addresses technology, staffing, third-party dependencies, and incident response. A regulator will often judge credibility based on how the team explains details, because details reveal whether the plan exists beyond a slide deck.

What you need to clear it

You need regulator-ready documentation that goes beyond transaction structure. That documentation often includes policies and procedures, risk and compliance frameworks, capital and liquidity plans for financial entities, incident and audit histories, outsourcing registers, and a day-one operating model that shows decision rights and key controls. You also need a candid understanding of the target’s supervisory relationship and open remediation items, because regulators dislike learning about legacy problems from anyone other than the parties.

Who helps

Sector regulatory counsel manages the process, but operating leaders often determine success. Compliance, risk, treasury, technology, internal audit, and operations executives must be prepared to explain how the business will run safely after closing. External advisors can help benchmark frameworks and translate expectations across jurisdictions, but the buyer’s leadership still needs to own the commitments.

Best practice preparation

Regulator-focused diligence should identify open findings and supervisory sensitivities early. Leadership and key person decisions should not wait until late-stage integration planning, because regulators interpret delay as governance uncertainty. A sequenced approval checklist prevents avoidable timing surprises, and a day-one compliance plan signals that integration will not dilute regulated obligations.

4) Data Protection, Cybersecurity, and Cross-Border Data Transfer Constraints

Privacy and data protection laws regulate how organizations collect, use, share, and retain personal data, and cybersecurity regimes increasingly impose governance, control, resilience, and reporting requirements. Cross-border deals heighten complexity because data transfers, localization rules, and access by foreign parent entities can trigger additional constraints.

Why it becomes a roadblock

Data becomes a roadblock in diligence when the buyer requests raw datasets that the target cannot share lawfully, and data becomes a roadblock in integration when the combined entity wants to centralize systems or analytics across borders. Regulators may also scrutinize changes in who can access sensitive datasets, especially when the buyer’s ownership creates new foreign access or new platform leverage.

Cyber risk can also become a gating issue when diligence reveals weak controls, unresolved incidents, or material vulnerabilities, because remediation can affect both timing and valuation.

How deal teams clear it

Teams clear data and cyber constraints by designing compliance into diligence and into integration sequencing. Privacy-safe diligence techniques, such as anonymization, aggregation, and tightly controlled access environments, preserve deal momentum without creating unlawful disclosures. Post-close planning should define lawful bases for processing and should ensure that any new uses of data remain consistent with notices, consents, and sector rules. Cross-border integration requires practical transfer mechanisms and documented assessments where required, and it sometimes requires architectural segmentation when localization rules apply.

What you need to clear it

A credible data map provides the foundation, because it tells the team what data exists, where it resides, how it flows, and who can access it. A cyber posture assessment provides the second foundation, because it identifies vulnerabilities, third-party dependencies, and incident history that can drive remediation commitments. Integration planning must then translate those foundations into a sequencing plan that avoids unlawful transfers and avoids destabilizing critical systems during the integration window.

Who helps

Privacy counsel translates legal requirements into workable operational decisions. CISOs and security architects translate control requirements into auditable commitments. IT integration leaders translate constraints into sequencing and architecture choices that preserve value. Forensic and incident response specialists become essential when diligence indicates historical incidents or suspicious patterns that could trigger notification duties or heightened regulator scrutiny.

Best practice preparation

Teams should establish a privacy-safe diligence pathway early so that the first diligence request does not become the first compliance problem. Teams should price cyber remediation realistically because underfunded remediation often resurfaces as a regulator inquiry after closing. Integration leaders should align early on what can move across borders, when it can move, and what must remain segmented, because the fastest integrations tend to fail when they move the wrong data first.

5) Sanctions, Export Controls, AML, and Anti-Corruption Exposure

Sanctions and export controls restrict counterparties, jurisdictions, and transfers of controlled items, software, and technical data, and they can also restrict “deemed exports” through access to technology. AML regimes impose customer due diligence, monitoring, and reporting obligations, particularly in regulated sectors. Anti-corruption laws penalize improper payments and weak controls, often with extraterritorial reach and heavy enforcement consequences.

Why it becomes a roadblock

This roadblock becomes big when a target operates in high-risk jurisdictions, sells through intermediaries, touches controlled technology, or maintains customers with opaque ownership. It also becomes big when diligence uncovers weak controls, unreliable books and records, unusual payment patterns, or prior misconduct. Even when the transaction remains legally permissible, the buyer may face licensing uncertainty, compliance uplift costs, lender concerns, and reputational risk that changes the closing calculus.

How deal teams clear it

Teams clear this roadblock by identifying restricted relationships early, containing risk through remediation where possible, and structuring the deal to manage residual uncertainty. Screening counterparties and beneficial owners reduces the chance of a late-stage discovery that a top customer sits on the wrong list. Export classification and licensing analysis reduces the chance that integration triggers unlawful technology transfers. When red flags appear, teams can suspend or terminate risky relationships, enhance controls, and document remediation progress, and they can use structural tools such as carve-outs, escrows, deferred consideration, and tailored covenants to prevent unknown exposure from consuming the entire deal.

What you need to clear it

You need disciplined counterparties screening, export classification, and intermediary diligence that goes beyond contractual representations. You often need transaction testing and forensic review in higher-risk environments, because high-quality diligence frequently involves validating how money actually moves rather than how policies say money should move. You also need a compliance integration plan with real ownership, budget, and milestones, because regulators and lenders can detect compliance theater quickly, and they rarely applaud it.

Who helps

Sanctions and export counsel guides prohibited party analysis and licensing strategy. AML specialists support regulated businesses where customer risk sits at the center of the operating model. Forensic accountants and investigators help validate books, records, and payment patterns when risk rises. Compliance leadership and business leadership must work together, because compliance controls only work when commercial teams accept that certain revenue streams cost more than they are worth.

Best practice preparation

Early screening of major counterparties and intermediaries prevents late-stage shocks. Distributor-heavy models deserve extra scrutiny because intermediaries often concentrate corruption and sanctions risk. Negotiated protections in the SPA should reflect actual control maturity, because unrealistic compliance reps do not transform weak controls into strong controls, and they only transform post-close disputes into a sport.

Two Real-World Outcomes That Illustrate These Roadblocks in Practice

Success Case: London Stock Exchange Group’s acquisition of Refinitiv.

The transaction combined a market infrastructure operator with a global financial data and analytics provider. European competition authorities launched an in depth investigation that focused on electronic trading of European government bonds, possible vertical concerns in clearing of over the counter interest rate derivatives, and access to critical data products. LSEG anticipated the likely outcome and tabled a credible structural remedy by agreeing to divest its stake in the Borsa Italiana group, which removed the core horizontal overlap in bond trading. LSEG also accepted open access commitments for swaps clearing and for the licensing of certain venue data, indices, and benchmarks for a defined period.

Execution highlights.

• The parties aligned structural and behavioral commitments with how the market actually operates, which made the remedy both effective and auditable.
• The team coordinated with sector watchdogs and market participants to demonstrate that competition and access would remain robust post transaction.
• The remedy package had an upfront buyer, a clear perimeter, and workable transitional services, which reduced implementation risk and shortened the runway to closing.

What practitioners can copy.

Design structural remedies early, test them against business case viability, and prepare a package that works across all affected jurisdictions. When vertical and data access issues remain, combine targeted behavioral commitments with transparent governance and monitoring. Use open access principles where they reflect your operating model and where they can accelerate clearance without undermining differentiation.

Failed Case: Adobe’s planned acquisition of Figma.

Adobe sought to acquire a high growth collaborative design platform that competed with and complemented parts of Adobe’s creative portfolio. Competition authorities in key jurisdictions voiced concerns that the deal would remove a disruptive competitor and dampen innovation in interactive product design tools and related creative software. The agencies signaled that acceptable remedies would need to preserve competition in core products. Adobe and Figma concluded that no realistic remedy would satisfy authorities without destroying the strategic rationale for the transaction, and the parties terminated the deal. Adobe paid the agreed termination fee.

Execution lessons

• Markets characterized by rapid innovation and low switching costs invite skepticism about incumbent acquisitions of challengers.
• If a remedy would require divesting or isolating the very assets that create strategic value, the better decision may be to walk away and pursue partnership models or organic investment.
• Termination provisions and long stop dates should account for a realistic probability that the deal will not clear without unacceptable concessions.

What practitioners can copy.

Run a rigorous remedy feasibility assessment in parallel with the business case. Identify the subset of assets that you could credibly divest and still achieve core strategic goals. If that subset is empty, consider alternative structures such as commercial alliances, minority investments with governance rights, or joint ventures that preserve competition while delivering capability access.

Conclusion

Yes, many regulatory hurdles can stand between signing and closing, and the hurdles become decisive when they create timing risk, force value-changing commitments, or destabilize deal certainty. The five biggest and most common roadblocks involve antitrust clearance, FDI and national security screening, sector-specific approvals, data and cybersecurity constraints, and sanctions and integrity regimes, and each roadblock responds best to early underwriting rather than late-stage scrambling. Teams that clear these hurdles consistently run a disciplined parallel workstream that aligns narrative and evidence, pre-defines acceptable remedy boundaries, resources the right specialists, and drafts transaction documents that allocate regulatory timing and remedy risk precisely. Which of these five roadblocks has most often forced you to change deal terms after signing, and what would you build into your next process to keep that renegotiation pressure from appearing again?