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Summary:
In this episode of the Global Workforce Podcast, George Britton sits down with Michele Museyri, Director of Private Equity and M&A at HSP Group, to unpack the realities of cross-border mergers, acquisitions, and carve-outs. From permanent establishment risk and employer-of-record strategies to employee benefits, compliance pitfalls, and deal readiness, the conversation offers a practical, on-the-ground look at what it really takes to scale internationally through M&A—and how companies can avoid costly missteps as they expand into new markets.
Michele Museyri:
To expect someone who is, let’s say, the COO, to be completely well versed in every single country’s local laws—and the fact that those laws constantly change—is an impossible assumption.
George Britton:
You’re listening to the Global Workforce Podcast with me, George Britton. Each week, we interview an industry expert to dive deeper into the world of managing a global workforce and discuss the big strategic challenges you’re likely to encounter along the way.
This episode is brought to you by Omnipresent, the global employment platform that allows you to employ anyone, anywhere, without having to set up a local entity. Designed, built, and supported by global employment experts, Omnipresent takes care of your international employees and contractors so you don’t have to worry about payroll, HR, or compliance issues—making it easier, faster, and safer to expand internationally.
My guest today is Michele Museyri. Michele joined HSP Group in 2021 and is the Director of Private Equity and M&A. She specializes in the formation of compliant and strategic international operations for high-growth companies and cross-border carve-outs. With over 15 years of experience supporting companies as they expand internationally—through both organic growth and M&A—she has been at the forefront of advising clients on the legal and regulatory considerations critical to successful transactions. Michele, welcome to the Global Workforce Podcast.
Michele Museyri:
Thank you, George. Nice to be here.
George Britton:
It’s great to have you. Let’s jump straight in. M&A is often viewed as a strategic tool for companies looking to expand globally. What makes it such a powerful strategy?
Michele Museyri:
You might have a U.S. company that’s saturated its domestic market and is looking for new opportunities elsewhere. Or maybe the company is performing very well, but there’s a significant market for its product in another region. There can also be supply-chain drivers—like we saw between 2020 and 2023 during COVID—where companies needed to diversify because operations in one market were shut down.
Sometimes M&A is a very intentional growth strategy. Other times, expansion happens almost by accident. You might have a large European company acquiring another European business, only to realize that the acquired company has operations in Brazil. Suddenly, you have employees and assets in Latin America, and you need to figure out how to maximize that opportunity.
George Britton:
So there’s a wide range of reasons—saturated markets, acquiring competitors, or inheriting unexpected international operations.
Michele Museyri:
Exactly. And sometimes companies look around and see their competitors expanding into Asia, for example, and realize they need to do the same to stay competitive. That leads to questions like: do we grow organically, set up a regional headquarters, or acquire an existing business that’s already successful?
George Britton:
Right—do you build from scratch or buy something that already has a footprint?
Michele Museyri:
Exactly.
George Britton:
When companies go through these transactions, they can employ people in different ways—through local entities or via an employer of record. You’ve worked extensively with employer-of-record models. How do you see that fitting into the M&A process?
Michele Museyri:
Employer of record can be an incredibly effective tool for international expansion, whether organic or acquisition-driven. The decision is usually made collaboratively between business leaders and legal advisors because there are important legal considerations involved.
One of the key concepts is permanent establishment—a taxable presence that can be triggered by business activity in another country. The threshold varies significantly by jurisdiction. In some countries, simply having a senior executive or more than a few employees can trigger tax obligations.
When it’s legally viable, employer of record allows companies to enter a market without immediately setting up a legal entity. It’s particularly useful when companies want to test a market—maybe placing someone on the ground to conduct market research or business development—before committing long-term.
By using an employer of record, companies can avoid incorporating an entity, registering for taxes, opening local bank accounts, and managing local accounting and compliance requirements. It gives flexibility while reducing upfront complexity.
George Britton:
Permanent establishment risk comes up all the time. Beyond senior leadership and headcount, what other red flags do you typically highlight for clients?
Michele Museyri:
Sales activity is a big one. If employees are signing contracts locally, generating commissions, or clearly driving revenue in a country, that’s often enough for authorities to say, “You’re doing business here—we want our share.” A large sales force, commission-based compensation, and senior decision-makers are some of the most common indicators.
George Britton:
And in the context of M&A or carve-outs, how do you help clients decide between setting up an entity versus using an employer of record?
Michele Museyri:
Timing is critical. In some countries, setting up an entity can take weeks. In others—like China or the UAE—it can take nine months or more. If you’re doing a carve-out and entities aren’t transferring with the deal, you may need an interim solution to keep the business running.
Often, employer of record is used temporarily until the entity is ready. It allows employees to transfer quickly while giving the company time to complete incorporation, registrations, and banking.
George Britton:
It sounds like a very complex decision matrix.
Michele Museyri:
It is. And one factor that’s often overlooked until the last minute is employee benefits. Buyers sometimes underestimate how difficult it can be to replicate existing benefits under local employment laws—especially in Europe, where protections are strong.
Things like collective bargaining agreements, works councils, and supplemental benefits can significantly affect both cost and timing. Car leases, for example, are surprisingly difficult to replicate and can create real employee dissatisfaction if handled poorly.
George Britton:
I can definitely relate to that.
Michele Museyri:
Benefits aren’t just a “nice to have”—they’re often legally required to be preserved. Understanding those obligations early is essential.
George Britton:
If a company knows it’s heading into an M&A process, how can it make itself M&A-ready?
Michele Museyri:
Preparation depends on company size. Larger companies often face complex system integrations—HR, finance, data—and need a clear plan for short-term and long-term operations. Smaller companies benefit from focus and agility but often have more riding on the success of their first international expansion.
Across the board, having the right partners and planning early makes an enormous difference.
George Britton:
What other stumbling blocks do companies tend to overlook?
Michele Museyri:
Compliance requirements. Data protection laws like GDPR, health and safety rules, medical checks, and licensing requirements are often underestimated. Finance teams may focus on accounting systems, while HR focuses on employee transfers—but missteps on the people side usually surface much faster and with greater impact.
George Britton:
You’ve emphasized due diligence quite a bit. What best practices do you recommend?
Michele Museyri:
Ask questions early and often. Try to understand where employees are based, how they’re classified, whether there are contractors misclassified as employees, and whether entities are transferring with the deal.
It’s also critical to involve international experts in reviewing purchase agreements and transition service agreements so there are no gaps that delay operations post-close.
George Britton:
Cross-border carve-outs seem to be increasing. Why do you think they’re so attractive right now?
Michele Museyri:
They can be attractive to both buyers and sellers. Sellers may want to refocus their business or exit non-core operations. Buyers get a running start—existing teams, customers, and infrastructure—especially in industries like manufacturing, technology, and AI-related sectors.
George Britton:
What are some of the biggest challenges in these deals?
Michele Museyri:
Local complexity. Countries like China and Brazil have layered legal and tax systems that vary by province, state, or municipality. Without a holistic view, companies can seriously underestimate cost, effort, and risk.
That’s why employer of record can be such a powerful entry strategy—allowing companies to learn the market before committing to a permanent footprint.
George Britton:
When timelines are tight and complexity is high, what should businesses focus on?
Michele Museyri:
Having experienced partners. It’s unrealistic to expect internal teams to manage multi-country carve-outs alone. You need advisors who understand local timelines, holidays, regulatory bottlenecks, and interdependencies—and who can help map out the first 12 to 18 months post-close.
George Britton:
Let’s touch briefly on banking and KYC challenges.
Michele Museyri:
Local bank accounts can take months to open in some countries. Preparing KYC documentation early—org charts, director details, notarized documents—can save significant time. In places like the UAE, multi-step notarization and legalization processes can easily delay operations if not planned in advance.
George Britton:
Once entities are set up, how do companies ensure everything runs smoothly?
Michele Museyri:
Start early and work in parallel wherever possible. Some registrations can begin before incorporation is complete. Local expertise is key, especially in countries with unique requirements like physical office leases tied to incorporation.
George Britton:
One final question—what’s your outlook for the M&A market?
Michele Museyri:
I’m very bullish. I expect improved economic conditions, strong activity in healthcare, life sciences, and AI, and continued international expansion by U.S. companies. Trade policy remains a wildcard, but overall I see significant momentum heading into 2025.
George Britton:
Let’s hope you’re right. Michele, thank you so much for joining me today.
Michele Museyri:
Thank you for having me.
