*Originally distributed on January 17, 2026.

Geopolitics, technology, regulation, and markets are undergoing momentous, if not tectonic, realignments.  The end of the “end of history” confronts business leaders across the global economy with a degree of uncertainty not seen at this scale for generations.

The headline for global M&A in 2025, particularly in the second half, was the return of the megadeal.  Global M&A activity surged 41% to approximately U.S. $4.57 trillion, the second-highest annual volume recorded.  This was driven by a record 70 transactions exceeding $10 billion and 367 deals in the $2-10 billion range, with these large-cap transactions accounting for over 60% of worldwide deal volume in 2025.[1]

The deals announced in 2025 are bold, transformational initiatives, as businesses adapt to a fast-evolving environment.  Drawing too many conclusions from this trend may be premature; big deals are lumpy, since there are fewer of them (global deal count dropped in 2025), and they were focused on a relatively short period of time (the last six months of 2025).  A key question will thus depend on whether, and how, this trend develops (for example, while the largest of these deals were North American, it is not clear the story has ended, as illustrated for example by recent reports of discussions between the Anglo-Swiss Glencore and British Rio Tinto).

France was the focus for a number of large cap strategic deals, both involving French targets as well as French parties active elsewhere.  A list of these is provided in the Annex.  Our firm advised on a majority of these matters.

Based on these transactions and others, below are a few trends and observations which may be of interest as we enter 2026.  We have recently written about a resurgence in contested takeover offers in Europe, which we will not revisit here.

1. Neo-dirigisme.

Going back to Colbert, France has long had an, at times justified, at times exaggerated, reputation for interventionism in capitalist enterprises.  But today jurisdictions traditionally viewed as bastions of free enterprise, from the U.S. to the Netherlands, have taken a page from the dirigiste playbook and are becoming more “French.”  Citing a few examples from 2025:

• U.S.
  • Nippon Steel / U.S. Steel (Jun.).  The White House was granted veto power over certain decisions and Nippon Steel committed to make $11 billion in capex.
  • MP Materials (Jul.).  The U.S. acquired a 15% stake in this American rare earth element producer.
  • Intel (Aug.).  Washington converted $8.9 billion in grants and defense funding into a 9.9% stake in Intel, along with warrants for an additional 5% exercisable if Intel attempts to dispose of more than 49% of its foundry business.
• Netherlands
  • Nexperia (Sept.).  The Dutch government seized temporary administrative control of Nexperia, a major power-chip manufacturer owned by China’s Wingtech Technology, with ongoing unresolved issues playing out.
• Spain
  • BBVA – Sabadell (aborted) (Apr. (Spanish competition approval)).  Following government opposition to the deal, the EU Commission was reviewing the Spanish competition agency’s approval (which would have required that the target’s management remain autonomous for three years post-closing).
• Italy
  • UniCredit – Banco BPM (aborted) (Apr. 2025).  The EU Commission has concluded that Italy’s intervention in the deal (invoking national security power to impose conditions) breached EU law.
• France
  • Atos / Advanced Computing (Jun. (confirmatory offer)).  The sale of Atos’ supercomputing unit to the state was a pillar of the group’s restructuring plan.

Each case is unique, but clearly the shifts cited in the introduction to this newsletter underpin a global shift to increased state engagement in the economy.

Although such interactions are necessarily highly complex, there are enough French precedents to provide some predictability domestically (at least compared to jurisdictions only now adopting a more hands-on approach).  But even in France, the current political environment is a particularly challenging one.  In our experience, patience is a cardinal virtue in such matters, along with the ability to build trust, to take occasional punches, all while continuing to search for solutions, informed by an understanding of stakeholders’ needs, even when faced with occasionally inevitable incoherence.

2. A return of more competitive processes.

High stakes transactions without competitive pressure are increasingly rare.  As major IPO markets reopen, dual track processes are on a comeback.  Motivated bidders must be disciplined:  adopting a brutally pragmatic approach to diligence, minimizing conditionality, maximizing value certainty and ruthlessly accelerating negotiation positions to move promptly to real dealbreakers.

For sellers, the increased competitiveness of deal processes can create unique risks, such as a disappointed bidder attempting to re-engage outside of the sellers’ structured process.  For example, after failing in Warner Bros.  Discovery’s (WBD) organized auction (which resulted in an announced deal with Netflix for WBD’s crown jewel streaming and studio assets), David Ellison’s Paramount-Skydance made a hostile offer for all of WBD, possibly including political pressure (as Ellison ally Trump has signaled some interest in the deal, stating that the resulting market share for Netflix “could be a problem”).  A similar 2024 French example is PAI’s attempt to re-open bidding for Sanofi’s Opella business after Sanofi had already announced a deal with another acquiror (and the attendant political firestorm, which included references to PAI as a possible French champion).

Such unwanted bids can pose challenges for seller boards; with WBD’s board repeatedly mobilizing to reject Paramount’s offer.  Going forward, sellers may be well-advised to keep auction participants on a short leash, including through standstills and other protections requiring them to remain strictly within the defined process.

3. The use of W&I insurance continues to evolve.

While market practice for W&I insurance may appear to be stabilizing, particularly in private equity, the product and its applications continue to evolve.

A few developments to watch in this respect include:

• Post-signing improvements to W&I coverage.  In the context of tight deal calendars, the W&I process can become the long pole in the tent.  One solution involves signing a policy simultaneously with binding documentation (as would typically be the case), but then subsequently further improving coverage by working with the broker and insurer through post-signing diligence or simply a more developed underwriting process.  Although not without challenges and drawbacks, such an approach can help bridge the gap between deal calendar imperatives and achieving adequate coverage.
• Joint ventures.  W&I may be underused by strategics, including in the context of joint ventures.  Although thoughtful structuring is advisable, the product may among other things help prevent unidentified issues in a venturer’s contributed perimeter from tarnishing the parties’ relationship.
• Publicly listed targets.  Used judiciously (including adopting appropriate protections in relation to potential leaks) W&I can be a tool to enhance bidder protections in public offers, whether for takeover targets with dispersed shareholders, or to complement reference shareholder representations and warranties.

Click here to view the Annex: 2025 French Strategic M&A Summary

[1] Mergermarket, Year of the Megadeals – M&A Highlights 2025 (Dec. 17, 2025).