M&A for the next generation

This article is an extract from the CMS European M&A Outlook 2026. To download the full report please click here

What has changed about working on M&A deals from when you started out?

Frances Gerrad (FG): These days, seniority and technology advancements mean that I spend far less time finding information and much more on using it to make decisions. My work has shifted from being document-driven towards advising on strategic issues, helping to navigate risks and find solutions. 

Jennifer Tambe (JT): Regulatory risk-mapping and co-ordinating input from specialist regulatory teams take up more of my time now. The UK regulatory environment has become more demanding in areas such as FDI, merger control and ESG-related compliance and disclosure, so we have to understand whether and how these apply to a deal during the initial phases of due diligence. And we have to get the answer quickly, because clients are typically keen to compress deal timetables where possible.

M&A’s conditions change with the cycles, but what structural shifts are you seeing? 

Jorge Peris Hevia (JPH): What does feel structural is the growing discipline behind how deals get done. Purchase price adjustments now feature in 45% of deals, MAC clauses are used more frequently, and structured pricing mechanisms are common. I read that not as caution but as maturity – buyers and sellers finding smarter ways to bridge gaps and get deals closed. 

FG: Today, alongside the traditional legal workstreams, we also have to navigate merger clearance, FDI, sanctions, supply chain, plus cyber and data issues – that wasn’t the case 10 years ago. Another trend that is probably here to stay is the use of mechanisms to bridge the buyer-seller valuations gap. It remains an uncertain environment, so we’ll continue to see earn outs, deferred considerations and rollover equity feature in M&A for the foreseeable future.

Christoph Birner (CB): The ever-more complex regulatory framework in Europe is definitely structural. It means dealmaking can be more cumbersome, but also more interesting to work on as a lawyer.

With geopolitical uncertainty and the regulatory scrutiny that you’ve mentioned, execution risk is high. Is there still such a thing as a predictable deal playbook? 

FG: M&A’s processes remain predictable – the due diligence, negotiation, financing, signing, regulatory approvals and post-deal integration all follow a recognisable playbook. Yet there is more focus on execution risk and risk allocation, which means parties spend more time thinking about different pathways, transaction structures and protections in interim operating covenants. JPH: Every large and cross-border transaction now requires a bespoke risk-allocation architecture built around the specific geopolitical, financing and regulatory profile of that deal, while constantly assessing the negotiating environment and taking the client’s particular interests into account. The core legal skillset is stable, but the playbook applied to each deal is not. 

CB: Exactly. The core aspects of the process remain the same, but I hardly ever advise on two deals that are comparable to each other. There are so many sector specific issues, changing trends and regulatory intricacies that what ultimately gets signed is the result of unique negotiation outcomes. That is partly due to the legal systems in these jurisdictions, but it is also a function of smaller deals’ prevalence in these markets – the specifics of each deal have to be negotiated, and we have to find creative solutions.

What do the best lawyers do differently today as client expectations have evolved?

 JT: Clients are becoming increasingly fee-conscious, in part because of AI’s development. The best lawyers use technology to provide a better product and output for the client. They redirect time away from document production and review to offer more well-reasoned, decision-ready advice and reporting in a shorter timeframe. They give clients more for their money rather than the same product for a lower fee. 

FG: By extension, that means offering solutions, ideas and recommendations based on a genuine understanding of the target business. It also means communicating effectively and explaining how legal and other mechanisms in the sale and purchase agreement will operate in practice and what the real-world implications are for the deal.

The core aspects of the process remain the same, but I hardly ever advise on two deals that are comparable to each other.

Christoph Birner, CMS Austria

JPH: Ultimately, what really sets the best M&A lawyers apart is their ability to negotiate under real pressure without losing sight of the client’s commercial goals, and that’s impossible without genuine sector knowledge. Clients can always tell the difference between a lawyer reciting the law and one who understands their business well enough to fight for it.

On the subject of AI, where can it prove meaningfully beneficial? 

CB: We are in a transitionary phase, where the role of AI keeps on increasing. While I am certain of the continued growth in efficiency and versatility of AI applications, as of today AI is particularly useful for quality control. We are not using AI to come up with a first draft or to conduct an initial review – it’s the other way around. We draft, revise and produce the outcome, and AI does a final quality control and sanity check. However, we shouldn’t succumb to the illusion that the status quo will be maintained for long.

FG: In the context of cross-border M&A, AI can be a helpful preparatory tool to research and prepare for jurisdiction-specific legal requirements, provisions and potential issues to address in more depth with local counsel. It can help deepen understanding more quickly and enable us to ask better questions at an earlier stage. From an efficiency perspective, AI frees up more for us to analyse information, rather than just gather it.

Clients are becoming increasingly fee-conscious, in part because of AI’s development. The best lawyers use technology to provide a better product and output for the client. 

Jennifer Tambe, CMS UK

JT: AI is useful for understanding trends in market precedents – key transaction documents in the public company M&A world are publicly available, meaning AI can assist us with analysing them on a wide scale and drawing conclusions on the most important market developments. It means we can advise clients early on what the trends and market standards are.

And what can’t AI replace? 

CB: Aside from the inherently human aspects of negotiation, addressing clients’ psychological needs, reading the room and creative problem-solving, AI also can’t address the unique needs of each deal because it tends to fall back on one-size-fits-all solutions. 

JT: AI will never replace human relationships – when you have a long-term relationship with a client, it’s based on trust. You can pick up the phone to a client, make a recommendation and there are no challenges to the accuracy of your legal advice because the client knows you and has confidence in your advice. 

JPH: The negotiation, judgement under real uncertainty and the trust of a client cannot be automated, and it shouldn’t be. What stays fundamentally human is the ability to understand, present and defend your client’s interests, tailored to the specific characteristics of each transaction.

What’s the biggest lesson you’ve learned that you wish someone had taught you earlier?

 JT: Learn to triage. Make a conscious effort to develop ways of distinguishing deal-breakers from negotiable points and then present recommended paths rather than a long list of options. As a junior lawyer, it can be tempting to present every identifiable risk because you don’t want to miss anything. But it can overwhelm decision-makers and slow down the deal. 

CB: M&A is complex and hectic. Stakeholders tend to focus on their specific workstreams. As a consequence, without proper project management, items may fall through the cracks and encumber the process later on. Hence, even if you are a junior, don’t assume that something is being taken care of simply because there are a lot of stakeholders involved. Be proactive, get an overview of all the workstreams happening in parallel, and don’t be afraid to assume responsibility for neglected tasks. This way you accelerate your learning and showcase that you can manage complex deals.

Commercial acumen is no longer a complement to legal skill for a young M&A lawyer – it is a precondition for being useful in the room.

 Jorge Peris Hevia, CMS Spain

Which skills besides legal acumen will matter most for trainee and young lawyers in the next 5-10 years? 

CB: Providing excellent legal advice will only get you so far. To really run the show and add value for clients, you need to understand a deal’s commercial aspects and what’s driving it. You need to be able to speak the same language as the parties involved, and that will only work if you have sector-specific knowledge and grasp the underlying economics. 

JPH: Commercial acumen is no longer a complement to legal skill for a young M&A lawyer – it is a precondition for being useful in the room. PE funds do not want a lawyer who simply flags a risk; they want a legal adviser who can size that risk against the return model and propose a structure that gets the deal done. 

FG: Technical legal knowledge will always be important, but it’s increasingly becoming the baseline rather than a differentiator. I would encourage young lawyers to really understand how businesses operate, how value is created and how the deal mechanisms work in practice. Learn to understand and communicate the materiality of risks, drill down into where the legal risk lies and present a solution.

I would encourage young lawyers to really understand how businesses operate, how value is created and how the deal mechanisms work in practice. Learn to understand and communicate the materiality of risks, drill down into where the legal risk lies and present a solution. 

Frances Gerrad, CMS UK