🔍 Selling the company in 2025? The market plays into the hands of buyers.

If you are a business owner considering a sale or an investor looking to acquire a business – prepare yourself for a new market situation.

📊 The CMS European M&A Study 2025, based on an analysis of 582 transactions in 27 European countries, provides valuable insights – buyers are increasingly insuring their positions and transferring risks to sellers.

Here are the key trends that you should definitely not overlook:
✅ Earn-out mechanisms (a portion of the purchase price tied to the future performance of the company) are increasingly common – and are usually measured by EBITDA.
✅ Post-closing adjustments to the purchase price (e.g. based on extraordinary financial statements) are becoming the norm.
✅ MAC clauses (Material Adverse Change) allow buyers to back out if the company’s situation deteriorates prior to closing.
✅ Longer limitation periods for warranty claims – typically 18-24 months.

🎯 What does this mean for sellers?

A well-prepared transaction, strategic negotiation and proper documentation setup are key to avoid signing away more liabilities and risks than necessary.

As a transactional lawyer, I help companies and investors navigate these changes and successfully navigate the entire process.

💬 Are you considering selling or buying a business in the near future? Send me a message or drop me a comment – I’d be happy to tell you what’s “in play” today.