The border is just the beginning. For in-house counsel managing cross-border transactions, the harder work happens on this side of it: inside the organization. This is a clear-eyed look at what the role demands when deals go international.
Cross-border deals: The in-house mandate before day one
The cross-border transactions that in-house counsels manage are rarely lost at closing, but earlier; when no one has defined what the internal team owns, what gets escalated, and what external counsel is being hired to do.
Before a deal launches, the general counsel (GC) needs to answer three questions:
- What does the board need to know, and when?
- Which internal functions (e.g., tax, compliance, finance, HR) need to be at the table?
- Where does the legal team’s authority end and the business decision-making begin?
The Investment Canada Act (ICA) adds urgency here. In 2026, the net benefit review threshold for direct acquisitions by WTO-country investors sits at $1.452 billion, up from $1.386 billion in 2025. Pre-closing filing obligations in sensitive sectors, such as advanced technology and critical minerals, are also incoming.
As such, Canadian GCs who wait for external counsels to flag these has already fallen behind.
Set in the backdrop of another country, listen to this video-podcast which offers some insights on cross-border transactions for GCs:
Bookmark Lexpert’s In-House Lawyer page for other tips and advice for Canada’s GCs and in-house counsels.
Building the internal team: Assembly, roles, and authority
Allen Garson, General Counsel & Corporate Secretary at the Investment Management Corporation of Ontario (IMCO), describes this as a learnable skill. “I sort of came to the table and I was like, okay, I have all this, I think I know how to assemble teams and pull on different expertise.”
Getting the team right means being deliberate about:
- who leads each workstream
- who has authority to decide without escalation
- who co-ordinates between internal business units and external counsel
In a survey by the Association of Corporate Counsel (ACC) and FTI Consulting called 2026 ACC Chief Legal Officers (CLOs) Survey, it found that 35 percent of CLOs cite budget and resources as their single greatest barrier to success. On a cross-border deal, that constraint is acute.
When legal structure is the easy part
IMCO’s $50-billion pooling project taught Garson something most in-house counsel learn mid-deal. “It wasn’t just about creating legal structures. That was sort of the easy part of the job. The harder part of the job was this organization was young, effectively an early merger and startup, and didn’t have the integration across the organization of how to manage those things.”
Governance alignment, internal processes that do not translate across borders, teams not built to work together — all of these are where deals quietly stall.
Managing external counsel: Scope, cost, and reputational risk
Garson is direct about where external counsel earns its keep: “[t]he heavy lifting of a big transaction, whether that be on the regulatory space or the diligence space or negotiation space.” Defining that scope is the GC’s job, not the law firm’s.
The 2026 ACC CLO Survey found outside counsel reliance rose from 43 percent to 48 percent as organizations managed rising regulatory complexity. In Canada, 14 percent of organizations changed their outside counsel evaluation criteria due to recent political developments.
Among those who changed:
- 41 percent added political or reputational risk categories to vetting criteria
- 37 percent ended relationships with specific firms
- 26 percent formalized a third-party risk process for outside counsel
For in-house counsel on cross-border transactions, scope, cost, and values alignment now all factor into managing the external team.
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