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Publication 21 Mar 2025 · Angola

CMS European M&A Study 2025: Buyers take the lead in a shifting market

Exclusive insights into key market trends, risk allocation strategies, and evolving deal dynamics from 582 private M&A transactions that CMS advised on in 2024 across 27 European jurisdictions

2 min read
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The 17th edition of the CMS European M&A Study reveals how investors are navigating a buyer-friendly market, geopolitical uncertainty, and shifting regulatory landscapes. Despite ongoing economic and political uncertainties, M&A activity in Europe remains strong, with a positive outlook for 2025. The study highlights an evolving landscape where dealmakers are adapting to shifting risk allocation strategies, emerging technologies, and regulatory complexities.

CMS European M&A Study 2025

We hope the CMS European M&A Study 2025 will again be a useful guide for you in a more and more challenging investment climate.

Key Findings and Takeaways

  • Buyers prioritising value protection

    Increased use of purchase price adjustments (PPA) and earn-outs, especially in sectors affected by political and regulatory changes.

  • Greater risk mitigation

    More frequent use of Material Adverse Change (MAC) clauses and extended limitation periods for warranty claims, reinforcing deal security.

  • Growth in W&I insurance

    A notable 8% increase in adoption, particularly in mid-sized and large transactions, with the UK leading the trend.

  • ESG & AI in M&A

    While ESG factors remain secondary, AI-driven legal tools are increasingly incorporated into transactions, now used in 32% of legal tech applications.

Despite ongoing economic and political uncertainties, M&A activity in Europe remains strong, with a positive outlook for 2025. The study highlights an evolving landscape where dealmakers are adapting to shifting risk allocation strategies, emerging technologies, and regulatory complexities.

Louise Wallace

Head of the CMS Corporate/M&A Group

In analysing the 2024 M&A market in Europe, we report on current market standards on risk allocation in M&A deals, comparing 2024 against 2023 and the previous 10-year average for 2014 – 2024.

Special features of this study

  • CMS European / US risk allocation comparison

    We provide a headline analysis of the differing risk allocation on standard issues in European and US M&A.

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  • CMS European regional differences

    We highlight certain issues peculiar to one or more of the seven European regions covered.

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  • CMS deal size analysis

    We analysed our data against three different deal values: firstly, deals up to EUR 25m; secondly, deals in a value range of EUR 25m to EUR 100m; and thirdly, deals exceeding EUR 100m.

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  • Special Commentary from markets outside Europe

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Download the study

Gain a deeper understanding of the European M&A market with our comprehensive analysis and data-driven insights.

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Book a discussion

Our experts are available to discuss the key trends and insights from this year’s study. Schedule a call or presentation with us to explore how these findings may impact your M&A strategy.

Get in touch with us today!