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Analyzing the State of M&A in 2025: Key Survey Insights

At the start of the year, we surveyed M&A lawyers to gather their perspectives on the market dynamics, the year ahead, and the impact of representations and warranties insurance (RWI) on deals. These insights are invaluable for businesses navigating complex transactions, providing a glimpse into prevailing trends and challenges shaping the M&A landscape.

In this blog, we focus on the quantitative survey findings, covering topics ranging from activity levels to artificial intelligence. In a subsequent blog, we’ll delve deeper into qualitative insights from M&A lawyers.

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Will M&A Activity Increase in 2025? 

M&A activity is expected to progress positively, bolstered by factors such as strong secondary markets and increasing deal values. At Woodruff Sawyer, we’ve seen more deals so far this year than at the same time last year. However, economic uncertainty remains a concern. According to EY's May 2025 report, while concerns about tariffs disrupted some deals, sustained investment in technology and deals in the tech, healthcare, and financial sectors are encouraging. 

What Will Be the Biggest Driver of Deal Activity? 

Pent-up demand has historically been considered a significant driver of deal activity, and it remains a central theme in 2025. However, geopolitical factors—particularly tariffs—are also critical in shaping deal flow. 

EY's April 2025 Private Equity Pulse survey reveals that tariffs and financial market volatility have given dealmakers pause and will continue to significantly affect deal activity. In fact, EY states that 25% of private equity general partners reported deal disruptions due to tariff concerns, and 43% worried about widening credit spreads impacting financing efforts. 

How Will the Number of Deals Change? 

While the outlook was generally optimistic, there is market volatility from month to month. EY Insights and Dealogic data highlight this volatility, including an impressive spike in activity in March 2025 that coincided with tariff announcements, suggesting that external events can significantly influence deal flow. Unsurprisingly, that spike reduced the following month.

How Will Deal Flow Impact Your RWI-Related Practice? 

The legal community appears optimistic about the demand for RWI specialists, as experienced professionals play a key role in ensuring proper risk management in M&A transactions. New carriers continue to enter the market, reflecting steady interest in insurance solutions that enhance transaction certainty. We have seen volatility in employment in both the underwriting and broking sides this year, although this is not uncommon. 

What About Using AI in Reps Deals? 

Artificial intelligence (AI) is a driver of deal activity, but it has also become a bigger issue in RWI deal diligence. Within the dealmaking community, we believe that while it’s a topic of growing interest, few have actually used it. 

As for its use in RWI, our opinion is that it’s best confined to proprietary data analysis to avoid concerns surrounding “hallucination,” which is when AI produces incorrect or misleading information. While AI may have some ability to consider complex legal issues, it is far from being able to give meaningful client-specific guidance.

Stay Informed to Maximize RWI Value  

For M&A stakeholders, understanding the shifting landscape is critical. Whether it's the geopolitical uncertainty influencing deal flow or the emerging role of AI in diligence processes, staying informed allows RWI buyers to make smarter decisions and maximize the value RWI can bring to a transaction. 

Look for our second blog exploring survey results, where we’ll discuss: 

  • The most heavily debated representations 
  • Whether clients should spend less time negotiating when RWI is included in the deal 
  • Top tips for successful use of RWI 
  • The most problematic reps to negotiate, both with and without RWI 
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