What are the most important due diligence items for a Liechtenstein cross-border merger and how do I protect against post-closing liabilities?

When considering a cross-border merger involving a Liechtenstein company, key due diligence should focus on corporate and merger feasibility under the PGR (Liechtenstein corporate law), regulatory and licensing status (including AML/KYC), tax compliance and exposures, material contracts (especially change-of-control clauses), employment matters, litigation, and financial liabilities.

To mitigate post-closing risks, the transaction documentation should include comprehensive warranties (with enhanced protection for tax and regulatory matters), specific indemnities for identified risks, and appropriately structured liability caps, baskets, and limitation periods. General warranty caps are typically limited, while fundamental warranties and indemnities may be higher or uncapped.

Additional protection can be achieved e.g. by incorporationg escrow/holdbacks, clear governing law and jurisdiction clauses to ensure enforceability across borders.

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