CMS, with one of the largest corporate/M&A legal practices in Europe, has released the 17th edition of its European M&A Study, offering exclusive insights into the evolving deal landscape.
With an unprecedented 582 private M&A transactions across 27 European jurisdictions, the Study reveals how investors are navigating a buyer-friendly market, heightened geopolitical uncertainty and evolving regulatory landscapes.
Key market trends: M&A resilience in a changing political and economic climate
Despite ongoing political and economic challenges, M&A activity in 2024 remained strong, with a notable increase in the complexity of deal structuring. The Study identifies a buyer-friendly shift in deal structuring, with the increased use of purchase price adjustments (PPA) and earn-outs, counterbalanced by a rise in warranty & indemnity (W&I) insurance — typically a seller-favourable trend.
Key findings and takeaways:
1. Pricing & structuring: Buyers play hard on value protection
Purchase price adjustments (PPAs) surged, reflecting buyers’ push for financial security amid market fluctuations.
Earn-outs gained traction, particularly in politically sensitive sectors like energy and technology, where regulatory uncertainty is a key concern.
2. Risk allocation: Buyers demand greater protection
MAC (Material Adverse Change) clauses are being deployed more frequently, particularly in transactions exposed to political shifts or regulatory intervention.
Buyers also negotiated longer limitation periods for warranty claims, reinforcing a growing emphasis on deal security.
3. W&I insurance: A key tool in the buyer-friendly market
W&I insurance usage increased by 8%, fuelled by declining premiums and broader adoption across mid-sized and large transactions.
The UK led the trend, with insurance playing a critical role in risk mitigation strategies.
4. ESG & AI: Theory vs. reality in M&A
Despite increasing regulatory focus, ESG considerations remain secondary in deal structuring.
AI is making deeper inroads, with 32% of legal tech applications in M&A transactions incorporating AI-driven tools.
Looking ahead: Confidence in an evolving market
With M&A deal flow stabilising and debt markets improving, 2025 is set to bring new opportunities for strategic investors. However, buyers must remain agile, balancing market optimism with heightened due diligence and regulatory awareness.
Louise Wallace, Head of the CMS Corporate/M&A Group, commented:
“M&A isn’t just about transactions—it’s about strategy. Our latest Study captures the key dealmaking trends shaping 2025 and beyond, equipping clients with the insights they need to navigate complexity with confidence.”
Dr Malte Bruhns, Head of the CMS Corporate/M&A Group, added:
“In a market where buyers are taking the lead, understanding evolving risk allocation strategies is critical. The CMS M&A Study provides data-driven insights to help dealmakers anticipate challenges and seize opportunities.”
Read the full CMS European M&A Study 2025 here: LINK
Juraj Fuska Managing Partner CMS Slovakia E: juraj.fuska@cms-cmno.com M: +421 905 313 756 | For media enquiries, please contact: Rebecca Kuklovská Marketing & BD Executive CMS Slovakia E: rebecca.kuklovska@cms-cmno.com M: + 421 940 637 826 |
About CMS
Founded in 1999, CMS is an international organisation of independent law firms that offers full-service legal and tax advice. With more than 85 offices across 49 countries and more than 6,300 lawyers, CMS has long-standing expertise both in advising in its local jurisdictions and across borders. From major multinationals and mid-caps to enterprising start-ups, CMS provides the technical rigour, strategic excellence and long-term partnership to keep each client ahead in its chosen markets.
The CMS member firms provide a wide range of expertise across 19 practice areas and sectors, including Corporate/M&A, Private Equity, Energy & Climate Change, Funds, Life Sciences & Healthcare, TMC, Tax, Banking & Finance, Commercial, Antitrust, Competition & Trade, Dispute Resolution, Employment, Labour & Pensions, Intellectual Property, Consumer Products, Hospitality, Travel & Leisure, Infrastructure & Projects, Insurance and Real Estate.
For more information, please visit: www.cms.law
