Selling an AI business to an overseas buyer? Your engineers may be moving faster than your closing timetable.

A buyer asks for evaluation access. Then deployment support. Then a copy of the repository.

The share transfer remains pending, but the practical handover may already be well advanced.

On 27 April 2026, China’s foreign investment security review office at the NDRC announced a prohibition decision on the foreign acquisition of Manus and required the parties to withdraw the transaction. The public notice does not detail the transaction facts. It does not establish a universal rule for AI acquisitions. This discussion concerns a company’s own pre-closing access arrangements, rather than a reconstruction of that deal.

It does, however, raise a useful question for founders: what can the buyer already do without you?

With a computer science background, I pay close attention to the difference between a contractual label and an actual permission. “Technical evaluation” can mean watching a demonstration. It can also mean receiving materials that support independent deployment. Those are materially different facts.

My practical recommendation is a pre-closing access schedule, agreed by legal and engineering.

It should describe the actual environment, the permitted operations, the recipient, and the conditions for expanding access. It should also record access already granted.

A general promise not to transfer “core technology” gives an engineer very little guidance when a buyer requests another credential.

The schedule should address a pause as well. Which access can be disabled? What has already been downloaded? Which records should be retained? Do not promise that revoking an account reverses every earlier disclosure.

This document does not replace a legal assessment or any applicable clearance. It gives that assessment a factual foundation and makes the agreed boundary usable inside the business.

As a cross-border lawyer, I want the transaction documents and the systems to describe the same handover.

Start with the buyer’s current permissions. If you are negotiating an AI acquisition, send me the deal stage and a non-confidential outline of the access requested.

Foreign-law questions require local counsel and the law currently in force.

#AIAcquisitions #CrossBorderLaw #ChinaBusiness #LegalTech

———
Mike Wu, China-licensed Attorney · Cross-border practice
4 languages (CN/EN/ES/JA)
Site: wzklaw.com/contact.php?source=linkedin · Book consultation: wzklaw.com/contact.php?source=linkedin