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ComplianceFebruary 03, 2025

2025 M&A outlook: Navigating opportunities and challenges

Key takeaways:

  1. A favorable regulatory environment and strong capital markets are expected to boost M&A activity in 2025.
  2. The accumulation of private equity capital is expected to drive increased deal and exit activity in 202
  3. Acquiring AI capabilities through M&A is challenging due to market gaps and regulations. Alternative strategies include partnerships and minority stakes.

A supportive regulatory environment for M&A and robust capital markets are expected to drive a surge in dealmaking activity in 2025. 

This momentum is fueled by several factors, including CEOs prioritizing growth and transformation through AI, ample capital availability, and an increased supply of assets entering the market—ranging from private equity (PE) holdings to non-core corporate divestitures.

However, with inflation and interest rates remaining high, instability persists. Furthermore, the results of the U.S. presidential election and possible policy changes may influence M&A activities both domestically and globally.

Let’s explore the factors driving this momentum and what it means for the future of M&A.

High expectations for 2025

The global M&A market is poised for strong growth in 2025. This optimistic outlook is driven by lower interest rates in the U.S. and 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.

A report from SS&C Intralinks finds that 87% of global M&A dealmakers expect M&A and financing activity to increase this year. Approximately 39% of respondents expect this increase to be significant, suggesting that the fiscal challenges of recent years are receding.

Furthermore, BCG’s M&A Sentiment Index finds that optimism is high, particularly in the Americas, increasing from 81 in August 2024 to 91 in January 2025. Likewise, the European index rose from 76 in November 2024 to 84 in January 2025.

Regulatory shifts and strategic considerations

The new Trump administration is expected to adopt a more relaxed approach to M&A enforcement by federal antitrust agencies. With Andrew Ferguson appointed as Chairman of the Federal Trade Commission and Gail Slater leading the Antitrust Division at the Department of Justice, we can anticipate a shift toward a more restrained enforcement of antitrust laws.

It is unlikely that all M&A will proceed smoothly. The Committee on Foreign Investment in the United States (CFIUS) is likely to remain a significant hurdle for companies from China and other non-favored countries looking to invest in the U.S. Additionally, CFIUS may be used to leverage trade agreements by threatening to block deals that involve countries and industries facing tariffs under this administration. Moreover, federal antitrust enforcement could become more unpredictable, leading to investigations or attempts to block deals based on political considerations. 

U.S. and global dealmakers must carefully review any transactions involving important U.S. technology or infrastructure, especially if they involve American personal data. They should look at these deals with a focus on national security, similar to how the new administration would approach them.

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.

Furthermore, recent interest rate reductions by the Federal Reserve and the European Central Bank are fostering a more advantageous environment for liquidity and deal-making. Both capital markets and alternative financing avenues are performing well.

The Wall Street Journal reports that numerous bankers and dealmakers are optimistic about a significant increase in deal and exit activity in 2025. However, some analysts are taking a more cautious stance, noting that the disparity between sellers' and buyers' expectations regarding company valuations continues to hinder dealmaking efforts in 2025. 

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Navigating AI M&A

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 stronger M&A environment, where buyers are more readily available, is likely to further encourage activists to advocate for changes at undervalued companies.

As regulatory and market conditions are anticipated to improve for M&A in 2025, there may an increased focus on boards regarding missed M&A opportunities. 

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. 

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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. 

Learn more

When it comes to closing a deal, there are many moving pieces, and complex compliance issues you must navigate. CT Corporation offers Deal Support Solutions to ensure that the complex and sensitive work you deal with is manageable, accurate, and on time.

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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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