USA LAW AND PRACTICE Contributed by: George Casey, Heiko Schiwek, Elena Rubinov, Kristina Trauger, Pierre-Emmanuel Perais, Clara Pang, Gregory Gewirtz and Vinita Sithapathy, Linklaters
1. Trends 1.1 M&A Market
That said, new agency leadership has also “reversed course” by demonstrating a renewed willingness to resolve competitive concerns through negotiated set - tlements, which may improve sentiment around deal certainty. Against this backdrop, parties continue to focus on three key considerations: • how to allocate risk during the signing-to-closing period; • whether and how to address concerns raised by antitrust authorities (including through divestiture and behavioural commitments); and • how to secure financing (if required) for an extend - ed period. In recent months, several state attorneys general have begun to take a more active role in merger enforce - ment – in some cases moving to challenge transac - tions previously approved by the federal agencies sub - ject to negotiated settlement. This trend, combined with parallel HSR filing requirements implemented by numerous states (so-called “mini-HSR” legislation), means that state antitrust enforcers can no longer be discounted in the deal-making process. On the foreign investment front, the number of trans - actions reviewed by the Committee on Foreign Invest - ment in the United States (CFIUS) continued to decline in calendar year 2024 (the most recent year for which data is available), most likely reflecting a decline in voluntary CFIUS filings. 1.3 Key Industries In 2025, technology M&A significantly surged, with AI driving deals across the technology, energy and infrastructure sectors, and with telecommunications, healthcare (including pharmaceuticals) and financial services being among the leading M&A sectors in the USA. Expectations are that the leading sectors will continue to be technology (particularly around AI and machine learning), energy (especially renewables) and healthcare.
In 2025, M&A activity increased in terms of value both in the USA and globally, reaching the highest cumulative global deal value since 2021, even as total deal volume declined. After a slower first half of 2025 amidst tariff uncertainty and broader geopolitical risks, M&A activity accelerated in the second half of the year, with several mega-deals driving value, includ - ing Union Pacific’s USD85 billion combination with Norfolk Southern and Kimberly-Clark Corporation’s USD48.7 billion acquisition of Kenvue Inc. The year 2025 also marked record private equity activity levels in the USA, driven by the availability of over USD1 trillion in dry powder, a narrowing valuation gap, and interest rate cuts. The USA retained its position as the world’s dominant M&A market by a considerable margin, accounting for more than half of total global deal value in 2025, against a backdrop of geopolitical tensions, market volatility and unpredictable shifts in tariff, regula - tory and other policy settings. Looking ahead, M&A momentum is expected to carry into 2026, supported by the continued AI boom, deregulation and renewed appetite for large-scale transactions – though geo - political, economic and political uncertainty persist. 1.2 Key Trends The last year was marked by a more favourable inter - est rate and flexible financing environment, a decisive shift towards M&A mega-deals and a narrowing of the valuation gap – with geopolitical tensions continuing to challenge deal-making certainty. Deal timelines have lengthened steadily in recent years, a trend that is particularly pronounced for mega-deals. On the front end, due diligence periods have extended as buyers subject targets to increas - ingly rigorous scrutiny. On the back end, the period between signing and closing has remained prolonged, driven largely by regulatory review of deals raising antitrust and/or foreign investment concerns. Anti - trust enforcement in particular remains robust under the new leadership of the Federal Trade Commission (FTC) and the Department of Justice (DOJ) Antitrust Division, especially across consumer-facing sectors.
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