When the Target Operates Across Ten-Plus Asian Jurisdictions: Coordination Notes

A target with operations in ten or more Asian jurisdictions is not just a bigger version of a single-country target. The diligence workstream is qualitatively different, and the cost of getting it wrong scales with the number of jurisdictions, not linearly. Four practical patterns are worth surfacing.

1. The master-counsel model

For multi-jurisdiction targets, the buyer typically appoints one firm as master counsel — coordinating local counsel in each jurisdiction, owning the consolidated diligence report, and acting as the single point of contact for the buyer's deal team. The master-counsel role is substantive: it requires triaging local-counsel outputs, identifying which jurisdiction-specific findings rise to deal-level materiality, and presenting a coherent overall picture rather than ten parallel reports.

This is qualitatively different from a "lead counsel plus subcontractors" model. Master counsel must understand each jurisdiction well enough to challenge local-counsel output, not merely transmit it.

2. Document-room architecture for a multi-jurisdiction target

The default approach — one global data room with all documents — runs into three issues:

• Local data-export restrictions. Several Asian jurisdictions (notably mainland China, but also Korea, Indonesia and Vietnam in specific categories) restrict the cross-border transfer of certain document classes.
• Privilege fragmentation. A document privileged in one jurisdiction may not be privileged in another; placing both jurisdictions' counsel in the same room can create unintended waivers.
• Indexing inconsistency. Local management often categorises documents differently from how a global deal team expects.

A workable pattern: a master room with index-only access to local sub-rooms; sub-rooms accessed only by local counsel; the master room contains structured summaries and explicitly cleared documents. The architecture should be designed before the data-room vendor is engaged, not afterward.

3. Privilege variation across Asia

The headline issue is that the US-style attorney–client privilege regime does not have a clean counterpart in many Asian jurisdictions. The variation:

• PRC — communications with in-house counsel and outside Chinese counsel do not enjoy a generalised privilege.
• Hong Kong — common-law legal professional privilege applies, broadly recognisable to US and UK counsel.
• Japan — limited statutory privilege; significant doctrinal differences from common-law privilege.
• Korea — limited statutory privilege; case-law evolving.
• Singapore — common-law privilege, similar to Hong Kong.
• Indonesia, Thailand, Vietnam, Philippines — varied; in several jurisdictions, formal privilege rules are limited or unsettled.

Counsel running diligence must know, for each jurisdiction, which communications can survive subsequent regulatory or litigation discovery. The default assumption — that work product flows in a single privileged stream — does not hold.

4. Scheduling and the long week

A genuinely multi-jurisdiction diligence runs across time zones spanning roughly GMT-5 (a US-based buyer counsel) to GMT+9 (Japan / Korea). The implication is that the deal week is structurally a long week — coordination calls have to schedule against three regions, document review must accommodate Asia-business-hour and US-business-hour cycles, and any same-day issue resolution requires explicit ownership of "who is on point during which window."

The unglamorous fix: a published deal-week schedule with regional coverage hours, a single source of truth on issue ownership, and a deliberate handoff at each regional close.

Closing

Multi-jurisdiction diligence is a coordination problem at least as much as a substantive legal problem. The substantive law work is done by each jurisdiction's local counsel; the deal lives or dies on whether the coordination architecture was designed early enough to scale.

---

This article is general commentary as of the date above. It is not legal advice and does not address the specifics of any particular transaction. For matters governed by the law of any specific Asian jurisdiction, please engage qualified local counsel.