Key topics in this section
1. Use of tech by regulators
Merger control and FDI authorities adoption of new
technologies might make regulatory clearance both
faster and more intrusive. While no-issue transactions
could clear almost instantly, strategically important
deals may face unprecedented scrutiny — such as
whether evidence regarding future benefits of a
transaction seems plausible.
This will further increase the need to incorporate
regulatory strategy from the start — especially on more
strategic deals, which will likely require enhanced
upfront assessment and preparation to match a more
intrusive assessment by merger or FDI authorities.
2. AI governance at the heart of DD
Today, cybersecurity is a standard diligence
workstream. In the next few years, I expect AI
governance to be viewed the same way. Buyers will
routinely assess how a target develops, procures,
governs, and deploys AI systems, and whether those
systems comply with an increasingly complex
patchwork of global regulations. Strong AI governance
programs will become a competitive advantage; weak
programs may become deal obstacles.
Expect to see more acquisitions driven by access to
specialized datasets, AI talent, proprietary models,
sector-specific AI applications, and industry expertise
rather than traditional scale or market-share
considerations. As AI-generated code becomes more
common, competitive advantage is likely to come from
the quality of human oversight, judgment and
problem-solving applied to it — these will be crucial to
good DD.
3. M&A becomes a continuous process for many
AI is already accelerating contract review, financial
analysis, benchmarking, diligence and document
production. Integrated ERP systems and automated
reporting could also move diligence from a data-room
‘snapshot’ towards real-time verification, making well-run
businesses effectively permanently transaction-ready.
AI could continuously analyze markets, corporate
disclosures, patents, supply chains and other datasets
to identify potential targets and divestment
opportunities. Ten years from now, origination,
preparation, diligence and execution may therefore
become parts of a much more continuous M&A
process. A critical enabler will be how the insurance
market responds to this change, especially around
W&I/warranty and reps cover.
4. Technology itself becomes the business model
AI, cloud services and interoperable software and
technology services might also make unowned
capabilities easier to build, rent or access through
partnerships. Businesses will increasingly need to decide
which technological capabilities are sufficiently strategic
that they need to own them, driving acquisitions around
proprietary technology, specialized models,
cybersecurity, infrastructure and technical expertise.
If revenues, customer behavior, IP usage and asset
performance can increasingly be measured in real
time, transaction consideration and risk allocation
could be linked much more precisely to observable
outcomes. That changes what we think of when we
talk about ‘acquisitions’ and deal structures — although
the legal ramifications of these more complex
structures will made significant demands of deal-doers
and how evidence is verified.
5. Deals democratize – and so might finance
Better information, automated diligence and
technology-enabled investment platforms could
reduce some of the advantages historically enjoyed by
large institutional acquirers and broaden participation
by private capital, family offices, sovereign investors
and new investment vehicles.
Over a longer horizon, tokenization, digital ownership
registers and programmable payment mechanisms
could make it easier to divide and finance particular
assets, infrastructure or cashflows among different
investors. This could blur traditional boundaries
between M&A, private equity, private credit and
capital markets.
6. Judgements will be critical
Law firms’ role will increasingly be to determine
‘what matters’, structure increasingly complex
transactions, allocate risk, negotiate difficult points and
navigate regulatory, geopolitical and governance
constraints. As transactions combine M&A, financing,
IP, data and strategic partnerships in less conventional
ways, experienced lawyers may increasingly act as
transaction architects and strategic advisors.
The paradox may be that the more technology
commoditizes the mechanics of M&A, the more
valuable genuinely experienced judgement becomes.
Conclusion
Technology is changing M&A — not by replacing
fundamentals, such as market opportunity, synergies
or EBITDA, but by relocating them. Questions of control,
value, ability to execute and integration still matter. What
has changed is where those issues now sit.
More value — and much more deal upside — today resides
in data, code, talent and digital infrastructure. Tech creates
more risk, too: future market defensibility, the impact of AI,
and possible regulatory intervention. More execution risk
lurks in confidentiality controls, insurer-acceptable
diligence, cross-border compliance and the practical
retention of key people.
That is why the legal role in M&A is expanding. Law firms
are not just being asked to document transactions more
efficiently. They are being asked to help clients decide
what exactly they are acquiring, whether the legal
structure matches the strategic objective, whether the
price can be supported by the rights and liabilities
identified in diligence, whether regulatory exposure has
been fully mapped, and whether post-deal arrangements
are strong enough to protect the value once the ink is dry.
Technology is also supercharging the capacity of lawyers
to deliver value in deals. From dozens of contract reviews
to thousands; from bespoke agreements over specific IP
or continuity of talent, to wholesale, thorough and speedy
assessment and delivery of terms that will safeguard value;
from uncertainty around the regulatory implications of the
tech involved in a deal, to clarity.
On bigger deals this means more detail, managed faster
and more efficiently, helping dealmakers deliver on agile
global strategies. But it also means much smaller deals
can now attract the kind of forensic evaluation, risk
management and legal certainties that in previous
generations were only viable at scale.
It’s this democratization of deal-making, more than
anything, that will drive M&A in the future. Technology is
not just changing M&A strategy. It is changing the legal
work that makes strategy executable.
Eversheds Sutherland garantisce che i materiali, le informazioni e i documenti, inclusi, a titolo esemplificativo, articoli, newsletter, relazioni e blog (“Materiali”) presenti sul sito web siano accurati e completi. Tuttavia, i Materiali sono forniti meramente a titolo informativo, non allo scopo di fornire consulenza legale, e non riflettono necessariamente le leggi o la normativa vigenti. I Materiali non devono essere considerati una consulenza legale su nessuna questione giuridica. I Materiali potrebbero non rispecchiare gli sviluppi più recenti in ambito legale. Il contenuto e l’interpretazione dei Materiali e la legge in essi trattata sono sottoposti a revisione. Non viene fornita alcuna dichiarazione o garanzia, espressa o implicita, in merito all’accuratezza o alla completezza dei Materiali e pertanto non si deve fare affidamento su di essi. Eversheds Sutherland declina ogni responsabilità in relazione ad azioni intraprese o non intraprese in base ad uno o più contenuti dei Materiali, nella misura più ampia consentita dalla legge. I Materiali non intendono essere esaustivi o includere pareri legali su cui fare affidamento. Per qualsiasi questione legale specifica, l’utente deve sempre rivolgersi ad un avvocato adeguatamente qualificato. Le opinioni espresse nei Materiali sono quelle del singolo autore e non riflettono le opinioni di Eversheds Sutherland o di qualsiasi altro professionista.
#Adessonews seleziona nella rete articoli di particolare interesse.
Se vuoi leggere l’articolo completo clicca sul seguente link
