M&A café – roundtables

Summary provided by officers
IBA Corporate and M&A Law Committee

A session at the IBA Annual Conference Toronto 2025, on 5 November 2025

Session Co-Chairs
Dovilè Burgiene, WALLESS, Vilnius
Lorenzo Olgiati, Schellenberg Wittmer, Zürich

Moderators
Lee Won Chen, Allen & Gledhill, Kuala Lumpur
Nanette C Heide, Troutman Pepper Locke, New York
Jenny Hochenberg, Freshfields, New York
Andrew Johnston, Harvey, New York
Elisabeth Kreuzer, Hengeler Mueller, Munich
Tim McCormick, Borden Ladner Gervais, Toronto
Lorenzo Olgiati, Schellenberg Wittmer, Zürich
Jean-Claude Rivalland, Norton Rose Fulbright, Paris
Gisèle Rosselle, Strelia, Brussels
Henrik Rossing Lønberg, Plesner, Copenhagen

M&A café roundtables

The M&A café roundtables session, organised by Dovilè Burgiene and Lorenzo Olgiati, featured five specialised discussion sessions involving participants, with each session led by experienced moderators. The roundtable addressing hot due diligence topics was moderated by Tim McCormick and Henrik Rossing Lønberg; the roundtable on government intervention trends was led by Jean-Claude Rivalland and Lee Won Chen; the roundtable on the impact of artificial intelligence (AI) on M&A transactions was guided by Gisèle Rosselle and Andrew Johnston; the roundtable on directors’ liability issues was moderated by Jenny Hochenberg and Lorenzo Olgiati; and the roundtable on private equity transaction trends was led by Elisabeth Kreuzer and Nanette C Heide. These roundtables were well attended by legal practitioners from around the world. The sessions were designed to allow participants to share their experience and learn from the others.

Key takeaways

• AI integration is transforming M&A practice: AI tools are being used extensively for document review, contract analysis and risk pattern recognition during the due diligence process. However, the use of such tools is creating new challenges around pricing, liability limitations and the balance between efficiency gains and regulatory accountability;
• regulatory compliance has become central to deal strategy: the proliferation of different regulatory regimes around the world requires comprehensive mapping of compliance landscapes including in regard to anti-bribery, anti-money laundering (AML), sanctions, data privacy and supply chain laws, with deals now requiring ‘regulatory stress testing’ for future compliance readiness. The applicability of multiple prior authorisation regimes and extended review timelines are significantly influencing cross-border transaction decisions;
• due diligence trends: supply chain risks have moved to the centre of environmental, social and governance (ESG) considerations and operational resilience, with the EU Corporate Sustainability Due Diligence Directive (Directive (EU) 2024/1760) requiring monitoring of not just direct operations, but also the entire upstream and downstream value chains. Cybersecurity is another area of focus during the due diligence process;
• private equity market landscape: current market conditions indicate that there are ongoing challenges in regard to deal flow and valuation gap bridging, while exit strategies are evolving beyond traditional initial public offerings (IPOs) to include ‘private IPOs’, continuation funds and fund-to-fund deals, amid increased regulatory filing requirements and extended clearance procedures, with a notable industry focus on professional services transactions, including regulated professions (auditors, accountants, lawyers) and defence sector investments that present complex foreign direct investment (FDI) clearance challenges; and
• directors’ liability and directors’ and officers’ (D&O) coverage require strategic attention: directors’ rights, duties and liability exposure in the context of M&A transactions vary significantly by jurisdiction, with emerging trends developing in litigation patterns and the need for effective liability mitigation regimes to shield boards from excessive litigation risk.