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M&A risk and resilience: Creating value in an age of uncertainty

With 70% M&A deals failing to achieve expected value creation, we share tips for buyers, sellers and corporates to manage regulatory, financing and people risks.

As part of the M&A Risk and Resilience Forum, Marsh Australia recently hosted a conversation with experts from Oliver Wyman, Gilbert + Tobin, Mercer and Marsh to discuss current M&A trends and risks.

Transactions are often more complex than anticipated and may not progress as initially planned. The risks that emerge in a transaction need to be navigated decisively and with forethought, often under a high stress and time-sensitive environment. Organisations need to not only capture the value when deals succeed, but also be prepared to tackle transactional risks, people implications and other market factors that have the potential to derail transactions. 

This article provides insights on the current M&A landscape and tips on how to be prepared so organisations can face risks with confidence and enable more resilient transactions.

M&A activity at a glance: H1, 2025

As global M&A activity recovered, total deal value rose despite slipping deal volume. The first half of 2025 saw announced M&A deal value totalling approximately $1.1 trillion, representing an 8% increase compared to the same period in the prior year. Yet the number of transactions slipped to 980 – a 3% drop compared to prior year – underscoring a market dominated by fewer, larger strategic plays driven by multiple mega‑deals.

Mega‑deals driving up average deal size

Large transactions in H1, 2025 included Charter Communications’ $36.1 bn bid for Cox Communications, Toyota Industries’ $33.3 bn transaction and Alphabet’s $32 bn acquisition of Wiz Inc. These and other sizable deals underpinned a market shift towards fewer but substantially larger transactions, with the average deal size surging by 11%.

Regional highlights
  • Asia‑Pacific showed the largest regional increase in deal activity, rising to $172 bn (40% increase versus H1, 2024), driven by large transactions in Japan (Toyota Industries take-private) and China (Hygon’s bid for Dawning Information/Sugon).
  • Americas remained the largest contributor to global deal value at $657 bn (2% decline on H1, 2024), accounting for more than half of total global deal value.
  • Europe rebounded, recording $267 bn in total deal value (15% increase versus H1, 2024).
Industry spotlight
  • Technology, media & telecommunications recorded $228 bn in deal value in H1, 2025 (roughly a 19% uplift on 2024), propelled by cybersecurity and cloud deals.
  • Industrials and financial sectors also outperformed, with industrials deal value jumping to $178bn (up 81% year‑on‑year), reflecting consolidation across energy, oil & gas and renewables.
  • Healthcare deal value contracted (dropped to $118 bn from $160 bn, representing a 26% drop from 2024), reflecting policy uncertainty and lower deal flow in certain markets.
Australia and New Zealand trends

Some local M&A trends include:

  • Buyers have been seeking additional sources of returns to bridge bid-ask spreads and catalyse transactions.
  • Private capital remained active but disciplined, deploying capital selectively and prioritising platform buys, carve‑outs and bolt‑ons.
  • Deal structure and pricing being used to bridge bid-ask spreads.
  • Deals impacted by heightened regulatory scrutiny (e.g. Foreign Investment Review Board, competition/antitrust enforcement, ESG disclosures) and geopolitical environment.
  • Cross-border flows driven by strategic resource access and regional expansions (inbound APAC), and currency movements and interest rate differentials (US/EU interest).
  • Sector focus being supported by macro trends. E.g.

Tips for M&A risk mitigation

The erosion of expected value through execution failures and greater exposure to regulatory, geopolitical and financing constraints have the potential of making M&A transactions more complex and challenging. All parties to a transaction can help mitigate risks. Here are some practical tips to help each respective party stay ahead of the game, manage risk effectively and facilitate a smooth transaction.

Managing the human dimension

Around 70% of M&A deals fail to achieve expected value creation – an uncomfortable truth in M&A transactions. In the world of M&A, deal teams typically focus on financial models, legal due diligence and synergy calculations. However, people‑related risks are a leading cause of M&A underperformance. Labour‑related liabilities, cultural mismatch and loss of key personnel all contribute to the value gap.

Identifying and understanding a deal’s potential people risks early is critical. People related risks can be broadly captured under the following categories in the context of an M&A transaction:

Financial and compliance risk examples

  • Underpayments
  • Misclassified contractors
  • Complex/misaligned employee contracts, awards, entitlements

Talent & capability risk examples

  • Loss of key individuals and teams
  • Top talent ‘flight risk’
  • Inability to blend leadership teams
  • Loss of critical SMEs
  • Overstatement of skills/capabilities

Culture & integration risk examples

  • The culture clash
  • Misalignment of management styles
  • Lack of organisational structure and role clarity

Impact of overlooking people risks

When people risks are overlooked or not mitigated during an M&A transaction—either before Day 1 or in the critical months that follow—the deal almost immediately starts to lose value. Leadership teams that haven’t aligned on purpose, priorities and decision rights create confusion that cascades through the organisation. Employees receive mixed messages, collaboration stalls and legacy ways of working persist far longer than intended. This slows execution, delays synergies and erodes the energy needed to bring two companies together with confidence and momentum.

Just as damaging is the impact on culture and talent. Unaddressed cultural differences quickly turn into “us versus them” behaviours, while uncertainty drives high-performers and client-facing talent to leave. Without clarity on roles, accountability and the new operating model, productivity drops, customer relationships are disrupted and operational risks increase. Ultimately, failing to proactively manage people risks leads to value leakage, slower transformation and a combined business that struggles to realise the strategic intent of the deal.

Top 3 tips for people risk mitigation in M&A deals

Practical early action is critical to manage people risks and ensure a smooth transaction.

  1. Critical role of Chief People Officer: Remember that the Chief People Officer is also the Chief Value Preservation Officer. The CPO should sit alongside the CEO and deal leads from the earliest planning phase to oversee retention strategies, organisation design and culture integration.
  2. Conduct early HR and culture diagnostics: Use interviews to support HR due diligence (employment contracts, payroll, policies), culture heatmaps, skills mapping, organisational structures, RACIs and leadership assessments to identify critical roles, retention risks and cultural friction points.
  3. Plan, communicate and execute: In the face of uncertainty and unknown people risks, develop scenario plans to identify key risks and mitigation strategies, e.g. for retention, redundancy and leadership blends. Open and timely communication is essential to facilitating a smooth transition and preserve institutional knowledge.

The current M&A market activity indicates that scale matters, but so does execution. Buyers and sellers must adapt: deploy disciplined pricing, embed deeper diligence, front‑load financing and make people and regulatory workstreams central to deal planning. These strategies can enhance deal resilience and help convert transactions into sustainable value — protecting returns not just at signing, but well into long‑term integration.

Learn more

Whether you’re a buyer or seller, about to enter into or considering an M&A transaction, working with the right experts can help you derisk and stay ahead of the game. If you’d like to learn more about your transactional risks or have questions about any of the above, please contact a Marsh Private Equity and M&A Services specialist.

References

This publication is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. The information contained herein is based on sources we believe reliable, but we make no representation or warranty as to its accuracy. Marsh shall have no obligation to update this publication and shall have no liability to you or any other party arising out of this publication or any matter contained herein. Any statements concerning actuarial, tax, accounting, or legal matters are based solely on our experience as insurance brokers and risk consultants and are not to be relied upon as actuarial, accounting, tax, or legal advice, for which you should consult your own professional advisors. Any modelling, analytics, or projections are subject to inherent uncertainty, and any analysis could be materially affected if any underlying assumptions, conditions, information, or factors are inaccurate or incomplete or should change.

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