ComplianceMarch 21, 2025

2025 M&A outlook: Navigating opportunities and challenges

Key takeaways:

  • Dealmakers are expecting M&A activity to pick up later in 2025.
  • The accumulation of private equity capital is expected to drive increased deal and exit activity.
  • Acquiring AI capabilities through M&A is challenging due to market gaps and regulations. Alternative strategies include partnerships and minority stakes.

In light of unforeseen market fluctuations and geopolitical challenges, typically optimistic dealmakers are adopting a more guarded outlook for the upcoming weeks and months. However, they remain confident that the pace of mergers and acquisitions will accelerate later in 2025.

Let’s explore the factors that look to shape M&A activity in 2025.

Shifting expectations for 2025

The global M&A market is poised for growth in 2025. This cautiously optimistic outlook is driven by lower interest rates in Europe, the resolution of key national elections, and robust equity market performance. Furthermore, companies continue to face the imperative to adapt strategically and pursue expansion.

However, the introduction of tariffs by the Trump administration has raised uncertainty among business leaders, boards, and stakeholders seeking to plan and negotiate M&A activity. 

Some companies remain steadfast and eager to leverage private equity, while CEOs remain bullish about a moderately positive outlook for an uptick in deal activity in 2025.

One dealmaker told Reuters: " We are busy ... It's hard to see the year ending on a slow note."

Regulatory changes and strategic considerations

The Trump administration was initially expected to adopt a more relaxed approach to M&A enforcement by federal antitrust agencies. However, The White House is anticipated to uphold the Biden administration's strong approach to antitrust enforcement in labor markets. Recent statements from Andrew Ferguson, the new FTC Chairman, along with Mark Meador, President Trump’s nominee for the remaining seat on the five-member commission, suggest that the Ferguson-led FTC will keep focusing on initiatives that safeguard workers. This may include enforcing rules against noncompete, no-poach, and non-solicitation agreements, as well as taking labor concerns into account during merger reviews.

Gail Slater has been appointed as the Assistant Attorney General for the Antitrust Division. Under her leadership, the Department of Justice is anticipated to maintain a vigorous approach to antitrust enforcement, focusing on both civil conduct and merger activities. During her confirmation hearing , Slater said that this administration will continue to focus on “the importance of protecting workers, the risks sometimes presented by vertical mergers and dominant firm acquisitions of nascent competitors, and the critical need to prevent the monopolization of digital markets.”

Unlike the previous administration, the current leaders of the antitrust agencies are likely to focus enforcement through investigations rather than broader regulatory measures.

Considering her previous work in policy related to antitrust issues in emerging technologies and artificial intelligence, Slater will likely pay close attention to Big Tech and various competition-related concerns. She has also voiced support for the White House’s apprehensions regarding Big Tech and platform moderation.

Slater shows no indications of revising the 2023 Merger Guidelines or reducing the expanded HSR filing requirements in the near future. Agreeing with FTC Chairman Ferguson, Slater agreed that “current merger guidelines simply restate longstanding law” and she indicated that she will use the 2023 Merger Guidelines to review mergers at the DOJ. Additionally, AAG Slater has not expressed concern about the burden from the new pre-merger filing requirements, which went into effect on February 10, 2025.

Companies may face less burden in deals where a structural remedy can address competitive concerns. Slater advocates for “effective and robust structural remedies” in merger investigations. With Slater's approach, the DOJ is likely to be more receptive to settlements in merger cases where these remedies can be implemented without placing excessive demands on the resources of the Antitrust Division. This shift from the previous administration may result in more pro-competitive deals being approved without lengthy review processes or federal litigation.

Private equity

A lengthy decline in deal activity has resulted in a significant accumulation of private equity capital, often referred to as "dry powder." Many private equity funds are now under pressure to sell off older investments – some retained for over the standard three-to-five-year timeframe – to return capital to their investors. Concurrently, many companies are realigning their focus on core operations and beginning to sell off non-core assets.

Whether momentum can build in 2025 will largely depend on macroeconomic conditions and policy decisions. The industry is eager to make deals, but the early slowdown in global M&A activity this year suggests that uncertainty will continue to keep markets on edge. With inflation and interest rates fluctuating, investors are seeking clarity amid conflicting signals regarding tariffs and other macroeconomic issues.

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Navigating AI M&A: Opportunities and challenges

AI will remain a key focus as advancements and widespread adoption drive productivity across nearly every industry. Companies involved in AI – from chip manufacturers to data centers and energy providers – will actively explore opportunities for inorganic growth and raising capital.

However, acquiring AI capabilities through M&A can be challenging. The rapid growth of AI has created significant gaps in the market, and it’s unclear which companies will become leaders. As a result, dealmakers might think about other strategies. Risk-mitigating strategies could include forming partnerships with AI vendors and tech companies or acquiring minority stakes in AI firms.

A further point to consider is the increasingly stringent regulations surrounding AI. For example, the EU Artificial Intelligence Act (AI Act) imposes stringent compliance requirements on AI system providers, deployers, importers, and distributors. The AI Act categorizes AI systems based on risk levels, imposing strict regulations on high-risk applications, including requirements for human oversight, comprehensive technical documentation, and ongoing post-market monitoring.

The growing strategic importance of AI to national security is also expected to lead to increased government scrutiny of cross-border transactions.

Shareholder activism

In 2024, shareholder activism increased across companies of all sizes. According to a Barclays report, 160 investors – including hedge funds – pushed companies to take actions such as refining strategy, improving operations, or replacing CEOs. Notably, 45 of these investors deployed activist strategies for the first time.

A key driver of this trend is top-tier activist investors targeting large and mega-cap companies as they pursue board representation. A potentially more active M&A environment, where buyers are more readily available, is likely to further encourage activists to advocate for changes at undervalued companies.

Cybersecurity threats

Cybersecurity has become an essential focus in deal due diligence

Recent high-profile cyberattacks have revealed vulnerabilities in even the most established companies, resulting in financial losses, damage to reputation, legal repercussions, and, in certain situations, failed transactions. The average expense of a data breach has escalated, with research showing costs can surpass millions of dollars for each incident. This reality highlights the importance of thorough cybersecurity due diligence during the M&A process.

Data protection laws like the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) in the EU impose stringent requirements for data privacy and notifications about breaches. Failure to comply can result in significant fines and legal challenges, complicating M&A deals further.

Buyers must evaluate the IT infrastructure of potential targets to confirm there are no outstanding cyber issues or vulnerabilities that could present risks after closing. Moreover, it is increasingly crucial to understand how a target company can scale, integrate, and securely harness emerging technologies. 

Conclusion

The potentially revitalized M&A market offers opportunities, but it also brings risks that need thorough evaluation. The shift in U.S. administration and potential regulatory shake-up, the unpredictable global geopolitical climate, the rise of AI, and escalating cybersecurity threats complicate the extensive due diligence required in this fast-evolving environment. 

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The CT Corporation staff is comprised of experts offering global, regional, and local expertise on registered agent, incorporation, and legal entity compliance.

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