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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

21 Mar 2025 Deutschland 2 min. Lesezeit

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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

Partnerin / Partner

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.

In order to download the study, please accept the cookies and fill in the form below.

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!

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