Key takeaways from the London M&A Forum: Dealmaking on new terms

Global M&A is moving again. The difference, as the inaugural Freshfields London M&A Forum made clear, is that dealmaking is no longer returning to the old playbook. The market is finding its stride, but it is doing so inside a more complex system – one shaped by regulation, geopolitics, technology and activism, with uncertainty as the default setting rather than the exception.

That uncertainty is not paralysing the market. If anything, it is forcing sharper judgment: how you build a case for a deal, how you protect certainty, and how you execute under scrutiny. Across a deliberately global set of voices – from regulators and investors to boardrooms and advisers – the message was pragmatic: the conditions have changed, but dealmakers are adapting.

What follows are the core takeaways from each panel at the Forum. Taken together, they trace the modern M&A lifecycle – regulation, activism, exits, disputes and board decision-making. Each panel addressed a different pressure point, but collectively they point to a market that is adjusting with intent: dealmakers are sharpening judgment, integrating risk earlier and finding new ways to execute successfully in a more complex environment.

Merger control is moving faster – but only for the prepared

The opening panel took a deliberately comparative approach across the UK, EU and US – and the differences were instructive. In the UK, the CMA described a clear shift in how merger control is administered: faster, more predictable and more transparent in process, while remaining firm where competition concerns arise. The emphasis was on early engagement, disciplined evidence and realistic timing assumptions, rather than a retreat from scrutiny.

By contrast, the EU perspective highlighted growing structural complexity. Alongside traditional merger review, dealmakers now face parallel FDI regimes, the Foreign Subsidies Regulation and expanded national call-in powers – each with different tests, remedies and political sensitivities. In the US, a range of competing constituencies and policy objectives can shape outcomes, even as there is renewed focus on reducing procedural friction.

Across jurisdictions, the message was consistent: regulatory strategy must be built in from day one, remedies and efficiencies need credible evidence, and preparation will bring greater predictability.

Strategic coherence: The strongest defence against activism

The activism panel dismantled the idea that shareholder pressure follows a single playbook. Activists operate across a wide spectrum, from short-term, event-driven funds seeking immediate returns and new players trying to publicly establish a reputation,  to long-term investors focused on governance, operational improvement and strategic change. A one-size-fits-all response rarely works; successful outcomes for companies depend on a clear-eyed assessment of the activist’s underlying thesis and intended endgame.

 A recurring message was that formal “activism defence manuals” are necessary but insufficient. What matters more is whether boards are genuinely engaging with the issues activists tend to surface: underperformance, unclear strategy, capital allocation misalignment or weak shareholder engagement. Activism does not always involve the introduction of novel ideas; on many occasions it merely accelerates conversations.

An M&A thesis sits behind many activist campaigns, whether it be to drive a sale of the company, a split of its businesses or a disposal of non-core assets.  An M&A thesis can sometimes illuminate a short term event driven approach by an activist. Most companies will regularly re-assess their portfolio of businesses, but the activist conversation can be catalytic in particular if a company has not engaged in an open dialogue on its own strategy with its shareholders. 

Practically, companies that fare best are those with strong internal information flows, a board culture that welcomes uncomfortable truths and ongoing shareholder engagement. When pressure arrives, success depends less on procedural response and more on the board’s willingness to interrogate its own assumptions and respond with credibility rather than reflexive resistance.

One key takeaway was that boards need to identify the best strategic and operational path for the company, and persuasively seek support from shareholders for that approach, neither being swayed to accede to activist requests just to make the activist go away (as they won’t necessarily do so) nor to take a stand against activist ideas driven only by a sense of hostility or defensiveness to the activist’s argumentation – always steering “true North”.

Exit success is designed early – and realised through disciplined flexibility

The panel reinforced a consistent theme: successful exits are rarely won or lost at signing. Value is shaped much earlier through preparation, leadership credibility and disciplined governance – and only crystallised through execution that remains both tight and adaptable.

Our panellists emphasised the importance of early clarity around strategy and equity story, supported by robust data, credible management teams and realistic resourcing. Exit readiness is not about over-engineering “IPO-grade” processes too early, but about building proof points that can withstand scrutiny when windows open. Knowing where to draw that line is critical.

Flexibility also emerged as a defining differentiator. With traditional exit routes still selective, dealmakers are increasingly relying on dual-track processes, structured equity, secondaries and continuation vehicles to bridge valuation gaps and manage timing risk.

The practical message was clear: exits reward preparation, honesty about risk and the ability to move decisively. In a market where windows open briefly, disciplined flexibility—not perfection—separates strong outcomes from missed opportunities.

Post-closing disputes are evolving – and many are avoidable

Our disputes panel underscored a sobering reality: closing is no longer the end of execution risk. While only a minority of deals result in a dispute, the severity, complexity and cost of post-closing issues are rising – particularly in larger transatlantic deals.

Three themes stood out. First, fraud and disclosure failures are appearing more frequently, often linked to compressed diligence timetables and pressure to “just get the deal done.” The message for buyers was to plan for that risk at the outset: ensure there are well-considered contractual protections and/or that W&I insurance is used as a backstop for material problems, rather than assuming remedies can be fixed later.

Second, earn-outs and post-closing price adjustments are now a leading source of friction. This can be an important tool in allocating future risk, and a significant proportion of deals now include post-closing adjustments. However, a growing share of disputes relate to how earn-out and completion account mechanics operate in practice. These provisions are increasingly used to bridge valuation gaps and as last-minute deal-savers, but are often under-engineered, ambiguously drafted and heavily judgment-based – creating fertile ground for dispute years after signing.

Finally, many disputes stem less from legal defects than from breakdowns in communication and trust. The practical takeaway was clear: disciplined drafting, realistic diligence, and early alignment between legal, accounting and insurance workstreams are now core elements of deal design – not clean-up exercises after the fact.

Boards are embracing new complexity to achieve success

The final panel brought the conversation into the boardroom, where today’s M&A decisions are increasingly made in an environment of complexity and scrutiny. Panellists were clear that boards are no longer weighing transactions in isolation. Strategy, regulation, geopolitics, stakeholder reaction, valuation and execution risk now collide in real time – often under public and political pressure.

In this environment, boards are asking questions, scrutinising proposals from a wider ranger range of perspectives: What future are we buying? Where is the single point of failure? How fragile is the value case – culturally, operationally, reputationally? And how much of the thesis rests on belief rather than evidence?

Preparation emerged as a recurring theme. Boards that have already debated valuation ranges, risk tolerance and strategic direction are better placed to respond constructively when opportunities – or unsolicited approaches – arise. Ultimately, strong outcomes come from boards that create space for challenge, clarity and leadership and that are given time and information to consider and question.

When economics becomes political

In a fireside chat, Financial Times columnist Gillian Tett argued that those considering M&A have to take account of a fundamental shift in the relationship between global economics and politics. Assumptions that once underpinned M&A – that globalisation was stabilising, that political risk sat at the margins, and that value could be assessed largely through financial models – no longer hold. Since the financial crisis, risks once treated as external have moved to the centre, with the recent Davos summit marking a clear recognition that economics is now inseparable from politics.

For M&A, that shift is profound. Traditional valuation remains necessary, but no longer sufficient. Boards now need “360-degree vision,” assessing not just financial returns but political legitimacy, social acceptance and geopolitical alignment. In an era of geo-economics, Tett suggested, successful deals depend less on forecasting markets and more on understanding power, permission and how rules are applied in practice.

Looking ahead

As the London M&A Forum closed, the prevailing mood was one of confidence. The market is adjusting to a world in which complexity, scrutiny and uncertainty are permanent features rather than temporary disruptions. That has not diminished dealmaking; it has sharpened it. Across capital, regulation, governance and execution, participants are finding new ways to move decisively, price risk more intelligently and design transactions that can withstand pressure. 

The next phase of global M&A is unlikely to be simpler, but it may be more resilient – defined less by volume for its own sake and more by judgment, discipline and adaptability. In that environment, those prepared to engage early, think holistically and act with conviction will continue to find opportunity.

The Forum brought together a broad range of voices from across the global M&A landscape – including regulators, investors, board leaders, advisers and academics – reflecting the mix of perspectives shaping how deal-making is evolving. We are grateful to all those who took the time to share their insight, experience and candour over the course of the day.

Opening remarks

• Kate Cooper, Partner, M&A, Freshfields
• Alan Mason, Global Managing Partner, Freshfields
• Frank Partnoy, Professor of Law, UC Berkeley
• Lucy Rigby, KC MP

Panel one — Getting to closing: today’s merger control landscape

• Joel Bamford, Executive Director for Mergers, Competition and Markets Authority
• Angélique de Brousse, Senior Legal Counsel, Competition EMEA, Johnson & Johnson
• Martin McElwee, Partner, Antitrust and Competition, Freshfields
• Piers Prichard Jones, Partner, M&A, Freshfields
• Christine Wilson, Partner and Head of US Antitrust and Competition, Freshfields (former Commissioner, US Federal Trade Commission)

Panel two — Activism trends and the M&A thesis

• Elizabeth Bieber, Partner and US Head of Shareholder Engagement and Activism Defence, Freshfields
• Ben Grindley, Co-Head of UK and Ireland Investment Banking, Morgan Stanley
• Julian Pritchard, Partner and Head of Global Transactions, Freshfields
• Harlan Zimmerman, Senior Partner, Cevian Capital

Panel three — Beyond the deal: exit strategies in private capital and IPOs

• Maxim Crewe, Partner and Head of Countries and Sectors, Cinven
• Chris Emmerson, Managing Director, Goldman Sachs
• Amanda Gerrity, General Counsel, Octopus Energy
• Victoria Sigeti, Partner and Global Co-Head of Private Capital, Freshfields

Panel four — Transatlantic post-deal disputes and complexity

• Adam Badawi, Professor of Law, UC Berkeley
• Ermelinda Beqiraj, Disputes Partner, PwC
• Stephen Davidson, Managing Director, Transaction Solutions, Aon
• Gayle Klein, Partner and Co-Head of US Litigation, Arbitration and Global Investigations, Freshfields

Panel five — Executing M&A in dynamic times: a board’s perspective

• Dame Jayne-Anne Gadhia, Chair, Moneyfarm; Lead Non-Executive Director, HMRC; former CEO, Virgin Money
• Julian Long, Partner, M&A, Freshfields
• Frank Partnoy, Professor of Law, UC Berkeley
• Janet Raimondo, Global Head of Legal Transactions, Novartis
• Simon Warshaw, Senior Managing Director, Evercore

Fireside chat with Gillian Tett

• Gillian Tett, Provost of King’s College Cambridge and columnist, Financial Times
• Ollie Lazenby, Partner, M&A, Freshfields
• Frank Partnoy, Professor of Law, UC Berkeley

Closing remarks

• Andrew Hutchings, Partner and Global Co-Head of M&A, Freshfields
• Claire Wills, Partner, M&A, Freshfields