Executive summary

At a time of ongoing uncertainty, the global M&A landscape is evolving. External scrutiny is intensifying, and dealmaking is not reverting to familiar playbooks. What is emerging instead is a more disciplined environment, where uncertainty and complexity now shape how transactions are considered and executed. At the Freshfields London M&A Forum – convened in January 2026 with UC Berkeley and bringing together corporates, investors, advisors, regulators and policymakers in London – one point emerged clearly: dealmaking is reacting to a market where judgment matters earlier, more often and in more places than before. Events since the Forum have only sharpened that picture.

As discussed at the Forum, and as Frank Partnoy, Professor of Law, UC Berkeley, suggested, uncertainty is not peripheral to M&A – it is the defining condition in which it now operates. It should not be understood only as a constraint, but as the condition in which differentiated judgment creates disproportionate advantage.

That is the common thread running through this report. Across regulation, activism, exits, disputes and board decision-making, the message is the same: financial logic is no longer sufficient on its own. Deals are increasingly shaped by questions of permission, scrutiny, timing and resilience. Regulatory review begins earlier. Shareholder activism is more explicitly tied to strategic and transactional outcomes. Exit readiness depends less on timing than on building credibility and optionality over time. And post-closing disputes are increasingly where unresolved complexity resurfaces.

This changes what good dealmaking looks like. Merger control is no longer simply a hurdle to clear, but an early test of whether a transaction is robust enough to withstand challenge. Activism is less a bolt from the blue than a market signal that strategy, performance or communication has not landed as intended. Liquidity is earned through preparation, not improvised at the point of sale. And boards are being asked to do more than approve transactions: they are being asked to arbitrate between competing risks under pressure, and to decide what to pursue – and what to walk away from.

The implication is not that deals have become impossible, nor that complexity should lead to paralysis. It is that execution now depends on a broader kind of readiness. The organisations that succeed are those that integrate regulatory thinking earlier, engage more honestly with shareholder and stakeholder pressure, prepare systematically for exit, anticipate where uncertainty may crystallise after signing, and build governance processes capable of supporting judgment under strain.

In this environment, the new discipline of dealmaking is not simply to manage process. It is to make decisions that can withstand scrutiny across the full lifecycle of the transaction and beyond.