CMS European M&A Study 2026
Data-driven analysis into key market trends, risk allocation strategies, and evolving deal dynamics from 601 private M&A transactions that CMS advised across Europe in 2025.
The CMS European M&A Study 2026 is the 18th edition of CMS’s flagship analysis of market practice in European private M&A. Based on 601 transactions advised by CMS across Europe in 2025, the Study provides a clear, data-driven view of how deal terms are evolving. The Study offers practical insight into negotiation dynamics, risk allocation and pricing mechanisms, with comparisons across jurisdictions, deal sizes and – where relevant – against US market practice.
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Key Findings and Takeaways
What the Study covers
- Buyer and seller profiles
- Pricing mechanisms: purchase price adjustments, locked box and earn-outs
- Risk allocation: liability caps, de minimis and baskets, limitation periods, MAC clauses and security for claims
- Warranty & indemnity insurance trends
- ESG considerations in M&A
- Regional differences across Europe
- European vs US deal term comparison
- Deal size analysis and sector insights
About the CMS European M&A Study
Now in its 18th year, the CMS European M&A Study is one of the longest-running and most comprehensive analyses of European M&A market practice. Its scale, geographic breadth and consistency over time make it a trusted benchmark for understanding how deal terms develop across economic cycles.
