CMS, with one of the largest corporate/M&A legal practices in Europe, has released the 18th edition of its European M&A Study, offering exclusive insights into the evolving deal landscape. Based on an analysis of 601 transactions advised on by CMS in Europe in 2025 — a record-breaking volume — the Study provides a unique perspective on market trends, negotiation dynamics and key deal terms across Europe.
In 2025, buyer-favourable trends remained, including more earn-outs, longer limitation periods, and fewer low liability caps. Purchase price adjustments and W&I insurance usage were largely unchanged from 2024.
Other deal metrics, such as the continued scarcity of MAC clauses and security for claims provisions, especially compared with the US, reflect established market practices and align with previous years. As regards the Ukrainian market, due to the ongoing war, MAC clauses, on the contrary, are becoming increasingly popular and are encountered in almost every transaction.
Key findings and takeaways:
- Buyer and seller trends remained steady last year. Strategic or finance investors made up 96% of buyers, with strategic buyers dropping by 4% (to 69%) and finance buyers rising by 6% (to 27%), highlighting private equity’s growing role in M&A. On the sell side, strategic investors increased their share to 48%, while finance investors, managers and individuals each saw a 2% decline from 2024.
- AI remains a key topic in the legal industry. AI tool usage in M&A doubled to 60% of deals involving legal tech. Legal practitioners report that in 72% of cases, these tools improved efficiency. This trend is expected to grow as more lawyers and dealmakers use tech throughout M&A processes.
- 2025 data shows pricing-related deal terms remained consistent with 2024. Purchase price adjustments stayed steady, while earn-outs and EBIT/EBITDA-based earn-out metrics increased, continuing a buyer-friendly trend from 2024.
- Risk allocation showed small shifts, with de minimis and basket limitations increasing slightly in favour of sellers, but longer limitation periods also becoming more common. Data on liability caps and security for claims remained largely unchanged from the previous year.
For businesses this means that deal terms are evolving rather than being fundamentally reshaped. Both buyers and sellers can expect familiar approaches, with thoughtful adjustments to manage risk and value.
“By closing more than two deals in Europe every day of the week, CMS is able to provide this unique study to benefit clients and the market. Buyers are in their element and AI is changing the way deals are carried out to improve efficiency,” stated Louise Wallace, Head of the CMS Corporate/M&A Group. Dr Malte Bruhns, Head of the CMS Corporate/M&A Group, further commented: “CMS is a leading law firm in European M&A, thanks to its unrivalled European footprint and client base, which in 2025 again produced a record number of M&A transactions.”
Conclusion:
Overall, the 2025 data points to a stable European M&A market with incremental, buyer friendly shifts rather than structural change, reflecting disciplined dealmaking amid ongoing uncertainty.
CMS remains committed to providing clients with strategic, data-driven insights to navigate the complexities of cross-border transactions with confidence.
Read the full CMS European M&A Study 2026 here: https://cms.law/en/int/publication/m-a-study-2026.
For further information, please contact:
Darina Gordienko
E: darina.gordienko@cms-cmno.com
T: +38044 391 3377
Notes to editors:
CMS
Founded in 1999, CMS is an international organisation of independent law firms that offers full-service legal and tax advice. With 92 offices in over 50 countries across the world and more than 7,200 lawyers, CMS has longstanding expertise both in advising in its local jurisdictions and across borders. From major multinationals and mid-caps to enterprising start-ups, CMS provides the technical rigour, strategic excellence and long-term partnership to keep each client ahead in its chosen markets.
The CMS member firms provide a wide range of expertise across 19 practice areas and sectors, including Corporate/M&A, Energy & Climate Change, Funds, Life Sciences & Healthcare, TMC, Tax, Banking & Finance, Commercial, Antitrust, Competition & Trade, Dispute Resolution, Employment, Labour & Pensions, Intellectual Property and Real Estate.
For more information, please visit cms.law.
