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Amid economic and geopolitical uncertainty, dealmakers are leaning on different skillsets to get transactions over the line
In a year defined by macroeconomic uncertainty, geopolitical tension and increasingly assertive regulators, one thing remained clear: plenty of deals still got done. But in 2025, getting to signing required considerably more craftsmanship, creativity and upfront engagement than in prior years. Valuation gaps widened, diligence expectations ballooned, financing tightened, and cross-border sensitivities added new layers of complexity. The pre-signing phase – once a predictable march to a term sheet – has become a longer-than-ever battle to determine whether a transaction will survive.
Across global markets, dealmakers are leaning into a different skillset: not simply negotiating terms, but shaping deal narratives and structures, managing counterparties and building enough trust to carry transactions through a fragile and uncertain environment.
Relationship-led negotiations make a comeback
The 2025 deal environment forced parties to slow down and invest early in relationships. Buyers, especially strategic acquirers and cross-border investors, increasingly want to understand who they are partnering with – not just what they are buying. Much of the year's dealmaking hinged on softer interactions such as informal management conversations, early in-person meetings and unscripted workshops that gave buyers a real sense of the business and the people behind it.
This emphasis on personal rapport matters to an even greater extent in transactions involving carve-outs of non-core assets or long-term commercial arrangements that will continue post-closing. Processes that identify true decision-makers early are far more likely to maintain momentum and avoid late-stage drift.
Pre-signing has become the hard part
Pre-signing processes looked markedly different in 2025, with more substantive work being carried out upfront. Diligence now requires deeper dives into revenue durability, customer concentration and AI-related disruption. Financing checks have become more rigorous as borrowing costs push buyers to demonstrate capital-structure resilience. Integration planning is also occurring earlier than ever, especially in carve-out transactions and cross-border deals where cultural or regulatory friction points need to be addressed before signing.
Pre-signing has become the real proving ground. Buyers, before they commit, want reliable answers not only for past performance but also on current trading, and sellers who anticipate those questions win the execution battle.
Marcos Fernandez-Rico
Madrid
Regulatory uncertainty is now a deal term
Regulatory scrutiny has intensified across FDI, the EU Foreign Subsidies Regulation and merger control regimes, particularly in sectors viewed as strategically significant. This scrutiny has reshaped not just timetables but also core deal terms. In many jurisdictions, regulatory processes are marked as a key execution risk and have moved from being a post-signing formality to a central negotiation point that shapes conditionality, long-stop dates, termination rights and break fees.
Buyers often push for broader walkaway options if regulatory inquiries deepen, while sellers resist by tightening definitions around regulatory impediments and securing more robust mitigation obligations. Voluntary filings – once unusual – have become normalised in geopolitically sensitive sectors, adding another dimension to negotiations.
Reverse due diligence on a bidder is now considered critical for a seller to assess the risk that a deal could be scuppered or prolonged. In competitive processes, requiring a bidder to submit FDI applications on a confidential basis (and pay the sometimes substantive fees, depending on jurisdiction) before they are selected as the preferred bidder is also increasingly becoming the norm.
Dealmakers are becoming increasingly sophisticated in how they approach regulatory risk and there are many shades between a walkaway right and a hell or highwater obligation. Pre-agreement on conditions that may be imposed by regulators and greater focus on the period between signing and completion where timelines can be extended have become increasingly important.
Li-Lian Yeo
Sydney
Addressing the valuation gap problem
Valuation misalignment was a defining feature of 2025 deals. Buyers and sellers frequently entered negotiations with fundamentally different views on performance trajectories, sector recovery paths and macroeconomic resilience. Many transactions that reached signing did so because parties moved away from fixed numbers and treated valuation as a dynamic structuring matter where upside and downside are to be shared in light of the future performance of the business acquired.
Earn-outs became narrower and easier to measure, often featuring key-person retention mandates. Rollover equity keeps both sides structurally aligned on future value, and deferred consideration and vendor financing provide practical solutions to reconcile timing, liquidity and risk allocation concerns. The related tax complexity requires thoughtful consideration to mitigate unintended value loss. One-way or capped adjustments protect buyers from downside exposure while still getting sellers close to their target price, and targeted true-ups avoid sprawling debates over broad working-capital ranges. Here, creativity is essential.
In 2025, valuation gaps weren't solved by haggling over price – they were solved by engineering structures that allowed both sides to live with uncertainty. The most effective solutions were the ones that turned disagreement on value into shared opportunity.
Damian Petrovic
New York
Controlling the narrative remains a seller's best advantage
With deeper diligence and buyers more sceptical, sellers who shaped their narrative early enjoyed the greatest success. They approached known issues with transparency, socialised preferred structures sooner and ensured management delivered consistent messaging across jurisdictions. Workshops, site visits and live demonstrations became powerful storytelling moments, giving sellers the chance to show operational strength and culture in ways that data alone could not. A well-managed process not only accelerates diligence but also reduces the surprises that tend to widen valuation gaps.
Well-prepared sellers who pre-solve issues before bringing their assets to market are rewarded against a landscape of aborted or stalled processes.
Adam Charles
Melbourne
Post-signing is no longer cruise control
Uncertainty in the market – whether that be regulatory or macroeconomic uncertainty – has meant that the period between signing and completion has become riskier, especially when coupled with the prolonged post-signing periods due to regulatory approvals.
Dealmakers are now focusing more sharply on mitigating execution risk in the post-signing period, with tighter controls being placed on buyer conduct that may derail a deal. Buyer termination rights such as material adverse change clauses will come under greater scrutiny and dealmakers will have to find the sweet spot of giving buyers some level of protection for unexpected pre-completion events without allowing the MAC to be used to cure buyer's remorse.
Looking ahead to 2026: Creativity and collaboration will rule
Uncertainty will continue into 2026, but dealmakers across regions are cautiously optimistic. Creative structuring will remain essential, regulatory strategy will be engineered earlier, and diligence will stay front-loaded. More bilateral processes are expected, with trust and transparency replacing auction-driven speed.
In 2025, the art of making deals work became a pre-signing discipline – and in 2026, those who master it will be best positioned to convert interest into execution.
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.
