AmCham Slovakia

CMS, with one of the largest corporate/M&A legal practices in Europe, has released the 17^th 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

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Juraj Fuska
Managing Partner
CMS Slovakia
T: +421 222 111 526
M: +421 905 313 756
E: juraj.fuska@cms-cmno.com    

Martina Gavalec
Partner
CMS Slovakia
T: +421 2 3214 1424
M: +421 911 179 269
E: martina.gavalec@cms-rrh.com

For media enquiries, please contact:
Ms. Rebecca Kuklovská
Marketing & BD Executive
CMS Slovakia
E: rebecca.kuklovska@cms-cmno.com
M: + 421 940 637 826