2025 M&A Report – Corporate and Company Law

Note From the Editor

This year’s M&A Report offers a detailed review of the
M&A market and outlook, including a breakdown by various
geographies and industry sectors. We examine what might be in store
with antitrust and CFIUS under the Trump Administration, common
purchase price adjustments in financial services transactions, and
common takeover defenses.

We also look at considerations in conducting “dual
track” M&A and IPO processes and the challenges associated
with pursuing pre-IPO acquisitions. Finally, we review trends in
VC-backed company M&A deal terms.

The following information is a snapshot of this year’s
report, we invite you to read the full report
and our forthcoming IPO and Venture Capital Reports. Please stay in
touch with us by subscribing to Material: WilmerHale’s M&A blog and
our mailing lists so you
can stay up to date on the latest developments related to
M&A.

— Joseph B. Conahan, Partner and Co-Chair, Mergers and
Acquisitions Practice

M&A Activity

The number of reported M&A transactions worldwide
increased in 2024 by 3% to 42,631 compared with 2023. Global
reported M&A deal value increased by 7% to $2.53 trillion.
Average deal size was up 4% in 2024 at $59.4 million.

Market Review and Outlook

Entering 2024, the anticipation had been that the macroeconomic
headwinds that prevailed since 2022 would begin to dissipate, and
M&A activity would start to see a resurgence. Instead,
continued high interest rates, economic uncertainty, heightened
regulatory scrutiny, and the valuation gapbetween buyers and
sellers prevailed throughout much of the year, resulting in only a
modest M&Amarket recovery that fell meaningfully short of
achieving recent historical levels.

Featured Articles

Antitrust and M&A: Is Everything Old New Again?

By Hartmut Schneider, Lauren Ige and John W.
O’Toole

Excerpt: With every change in administration,
businesses and practitioners wonder what the new administration
will mean for antitrust enforcement in the United States.
Speculation was at fever pitch four years ago, after Democratic
officials expressed the view that antitrust enforcement had
languished and needed revival. President Biden’s antitrust
triumvirate of Federal Trade Commission (FTC) Chair Lina Khan,
Department of Justice (DOJ) Antitrust Division head Jonathan Kanter
and White House Technology and Competition Policy Advisor Tim Wu
promptly initiated aggressive policy proposals and enforcement
steps. In the realm of M&A, a general sense that mergers were
inherently “bad” seemed to prevail in the rhetoric of
some antitrust officials.

Read Article

CFIUS Under Trump 2.0: Continued Scrutiny of Cross-Border
Deals

By Jason C. Chipman and Douglas W. Gates

Excerpt: In 2024, the Biden Administration
substantially expanded executive branch power to monitor foreign
investment into and out of the United States. First, the
administration continued efforts to aggressively police compliance
with rules established by the Committee on Foreign Investment in
the United States (CFIUS or the Committee). Second, the
administration created a new regime regulating certain American
investments in Chinese quantum, microelectronic, and artificial
intelligence companies. The Trump Administration is unlikely to
roll back any of these developments. Indeed, it is more likely that
the new Trump team will build on Biden’s efforts to
aggressively evaluate inbound and outbound investment, particularly
with regard to China.

Read Article

Purchase Price Adjustments in Financial Services M&A
Transactions

By Stephanie C. Evans,Andrew P. Alin,and Connor
McRory

Excerpt: In most M&A deals involving private
targets (including the sales of divisions of publicly traded
companies), the purchase agreement will include a baseline dollar
value for the target, with several adjustments. Often, the parties
will agree upon the enterprise value of the company, and the
purchase agreement will provide for both a deduction for the
indebtedness and an addition for the cash on hand of the target as
of the closing. The agreement will also incorporate an adjustment
upward or downward to the extent that the target’s net working
capital (i.e., current assets minus current liabilities) as of the
closing is more or less than an agreed-upon, normalized level of
working capital.

Read Article

View the full 2025 M&A Report Online

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.