CMS European M&A Study 2025

Cologne/London – Despite continued political and economic challenges, 2024 proved to be a resilient year for M&A, with a strong start to 2025. A buyer-friendly shift in deal structuring is identified, with an increased use of purchase price adjustments and earn-outs. In German-speaking countries in particular, it is apparent that earn-out provisions were agreed in almost every third transaction. This development was counterbalanced by a rise in warranty & indemnity (W&I) insurance, typically a seller-favourable trend, which is also very evident in German-speaking countries with an overall increase in W&I insurance of 14 per cent.

The international law firm CMS, which has one of the largest corporate/M&A practices in Europe, has released the 17th edition of its European M&A Study, offering exclusive insights into the evolving deal landscape. Based on an analysis of 582 transactions advised on by CMS in 2024 – a record-breaking volume – the Study provides a unique perspective on market trends, negotiation dynamics and key deal terms across Europe.

Key findings and takeaways:

Pricing trends: More deals featured purchase price adjustments and, in non-PPA scenarios, locked-box structures, while EBIT/EBITDA-based earn-outs became increasingly common.

Risk allocation: Longer limitation periods for warranty claims became more prevalent, favouring buyers, while liability caps remained stable.

W&I insurance: Usage grew by eight per cent overall, particularly on medium and large transactions, with the UK leading the trend.

ESG & AI in M&A: Despite industry focus on ESG in the recent years, ESG considerations and AI-driven legal tools have yet to become fundamental deal elements.

"With M&A activity proving resilience and investors adapting to shifting market dynamics, our latest Study provides invaluable insights into dealmaking trends across Europe," said Louise Wallace, Head of the CMS Corporate/M&A Group. Dr Malte Bruhns, Head of the CMS Corporate/M&A Group, added: "Against a backdrop of economic and political change, our data-driven analysis helps clients navigate transactions with confidence."

As we move through 2025, the M&A market continues to evolve, shaped by shifting investor priorities, regulatory developments and economic conditions. With an abundance of available capital and stabilising debt markets, dealmakers remain optimistic about opportunities ahead. 

Read the full CMS European M&A Study 2025 here.

Press Contact
presse@cms-hs.com