The global M&A environment is undergoing rapid transformation, driven by evolving regulatory approaches, heightened geopolitical risk, and sector-specific scrutiny. Below, we highlight several critical trends likely to shape deal strategy and execution in 2026.
Increased Antitrust Scrutiny Below Traditional Thresholds
The European Court of Justice’s Towercast ruling has fundamentally shifted the antitrust risk profile for sub-threshold transactions. EU National Competition Authorities (NCAs) now have the authority to review deals that fall below traditional merger control thresholds under abuse of dominance rules, even after the transaction has closed. This development significantly increases ex-post risk for parties to smaller deals, as regulatory intervention is no longer limited to pre-closing review.
Compounding this risk, jurisdictions such as The Netherlands, France, and Belgium are introducing formal “call-in powers” that allow authorities to scrutinise transactions of competitive concern, regardless of whether they meet turnover thresholds. For dealmakers, this means that the absence of a mandatory notification requirement does not guarantee regulatory immunity. Early, substantive antitrust assessment is now essential, even for deals previously considered low-risk.
Geopolitical Risk in M&A
Geopolitical considerations have moved from the periphery to the centre of M&A risk analysis. Instability and national-interest rhetoric are increasingly influencing deal outcomes. Recent US examples include presidential authorisation for the acquisition of US Steel and public commentary on deals in the entertainment industry.
Globally, the proliferation of active FDI screening regimes is expanding the scope of review far beyond traditional defence sectors. Authorities now routinely scrutinise transactions involving critical supply chains, data, and sensitive technology. As a result, dealmakers must anticipate potential intervention based on geopolitical factors and prepare for multi-jurisdictional FDI reviews.
Divergence in Enforcement Remedies
A notable divergence is emerging in the philosophy and design of merger remedies. Some authorities, particularly in continental Europe, favour stringent structural remedies such as divestitures to address competition concerns. Others, like the UK’s Competition and Markets Authority, have signalled openness to more flexible behavioural remedies.
This divergence requires a tailored regulatory strategy for each jurisdiction. The nature of the remedy – whether structural or behavioural – can significantly impact the feasibility of a transaction and its long-term integration. In some cases, remedies may resemble ongoing sector-specific regulation, imposing operational obligations that persist well beyond deal closing.
Maturing of FDI Regimes
Newer FDI regimes are maturing, with authorities solidifying their review processes and increasing predictability in case handling. While there is movement toward international coordination on issues such as critical sectors, complete convergence of rules remains unlikely due to national security priorities.
For dealmakers, this maturation means more defined practices and potentially fewer unnecessary delays once the process is underway. However, it also necessitates meticulous preparation for parallel FDI and antitrust filings, as authorities may coordinate or sequence their reviews.
Sectoral Scrutiny: Tech and Life Sciences
Technology and life sciences remain top priorities for global competition authorities. Regulators are focused on “killer acquisitions” – where incumbents purchase nascent rivals to eliminate future competition – and on deals involving ecosystem or vertical integration.
Companies in these sectors must demonstrate that their transactions foster innovation and do not foreclose access to critical technologies or data. Theories of harm are evolving, and authorities are increasingly attuned to the competitive dynamics of digital and biotech markets.
Key takeaways
The convergence of increased antitrust scrutiny, expanding FDI regimes, geopolitical risk, and sectoral focus is reshaping the M&A landscape. lients must adapt by conducting early, comprehensive regulatory assessments, preparing for multi-faceted reviews, and developing flexible strategies to address divergent enforcement approaches. In this environment, proactive engagement with counsel and regulators is essential to navigate complexity and secure deal certainty.
Charlie Critchley, Associate, also contributed to this article.
