Market Insights

Negotiating Under Ungovernance: What U.S. Companies Must Know Before Expanding into Southeast Asia

What U.S. Companies Must Know Before Expanding into Southeast Asia

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M & Sullivan

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5

Mins Read

Current U.S. Business Landscape and Future Outlook

U.S. companies are looking more seriously at Southeast Asia (SEA) as tariff pressure, China+1 strategies, and geopolitical uncertainty reshape expansion plans. The Business Times reports an unprecedented wave of American companies joining business missions to SEA, especially Vietnam, Indonesia, Thailand, and the Philippines, as firms reassess China exposure. Reuters also reported that 47% of surveyed AmCham Shanghai companies redirected planned China investment, with SEA remaining the top destination for rerouting investment. USTR data shows the scale of the relationship: U.S. goods trade with ASEAN totalled an estimated $580.1 billion in 2025.


Search interest also reflects this shift. Google Trends suggest growing U.S. interest in SEA market-related terms. From search trends comparison, country-specific market searches showed stronger visibility than business etiquette searches. This gap highlights a critical blind spot: while companies focus on market entry and political conditions, they often underestimate how negotiation actually works in environments where rules are not always consistently applied.

This is where the idea of ungovernance becomes useful. The point is not that SEA countries are lawless or ungoverned. Formal rules exist, but their application may be inconsistent, decentralized, relationship-sensitive, or vulnerable to discretion. For business negotiation, that changes the meaning of success. A good deal is not simply one that looks attractive on paper. It is one that can survive the governance environment around it.

Corruption Risk across SEA

The Corruption Perceptions Index (CPI) measures perceived public-sector corruption on a 0–100 scale. The 2025 results show a wide spread across SEA. Singapore scored 84, Brunei 63, and Malaysia 52, showing that the region includes strong governance performers. However, several major and high-growth markets scored much lower, including Vietnam at 41, Indonesia and Laos at 34, Thailand at 33, the Philippines at 32, Cambodia at 20, and Myanmar at 16.


Taken together, the simple average across SEA is approximately 41 out of 100. Outside the region’s stronger governance outliers, the scores show why governance risk must be part of negotiation strategy. Corruption risk is a common business concern rather than an exceptional case.


Negotiation in SEA cannot be reduced to just signed contracts. Face-saving, hierarchy, indirect communication, and relationship-building carry as much practical importance as a written contract.

In SEA, "that's difficult” may indirectly mean no, while a US negotiator may read it as an opening for further discussion.

How Ungovernance Changes Negotiation

In this article, ungovernance does not mean the absence of government. It means situations where formal rules exist, but enforcement, interpretation, and approval processes are inconsistent or shaped by discretion.


In SEA’s less predictable markets, commercial agreement is only one layer of the deal. The practical outcome may also depend on permits, customs, local partners, political relationships, informal gatekeepers, and how rules are interpreted after the contract is signed. For example, a U.S. company may agree on distribution terms with a local partner, only to discover later that import approvals, customs clearance, or sector licenses depend on officials and intermediaries who were not part of the original negotiation. In this situation, the negotiation risk is not the contract itself, but the governance environment surrounding the contract.


In ungovernance conditions, a strong negotiation is one that reduces exposure to hidden influence, informal payments, and approval risks that emerges after signing. Companies need to ask who is involved, who can approve or delay the process, whether any intermediary is politically exposed, and whether payment requests are properly documented.

Key Negotiation Priorities for U.S. Businesses

Instead of covering every possible issue, it is more effective to concentrate on three practical areas: who controls the outcome, how the deal will operate day to day, and how exposure is limited if conditions shift.

  1. Identify where real decision-making power sit

    The person at the table may not be the only one who matters. Approvals can depend on regulators, local authorities, or intermediaries who influence the process behind the scenes. Understanding this structure early helps avoid surprises later.

  2. Clarify how the agreement will function in practice

    This includes how approvals are obtained, how payments are triggered, and what happens if timelines slip or requirements change. In many cases, these operational details matter more than headline commercial terms.

  3. Limit early exposure

    Using phased commitments, performance-based milestones, and clear exit options allows firms to test the relationship before scaling. At the same time, maintaining clear documentation and transparent payment structures helps protect against disputes or compliance risks.

Approaching negotiation through these lenses allows U.S. businesses to simplify complexity without ignoring it. Instead of trying to manage every possible risk individually, focus on understanding control, ensuring execution, and containing downside exposure.

The Bottom Line

For U.S. companies looking to invest in SEA because of tariff pressure, China+1 strategy, or supply-chain diversification, the hardest question is not only where to invest. It is how to negotiate in markets where governance may be uneven and real outcomes can depend on approvals, local partners, discretion, enforcement, and informal influence.