Canadian M&A proved remarkably resilient in 2025.
Despite trade uncertainty and other headwinds, M&A volumes remained robust as interest rates normalized, pricing expectation gaps narrowed, and regulatory conditions improved.
2025 also saw numerous notable developments in M&A law and practice, including:
- The first ABA Canadian private M&A deal point study in almost seven years, answering the question “what’s market”?
- A ruling that looked past the SPA’s “entire agreement” clause to rely on the terms of an earlier, non-binding LOI raised complex questions around deal certainty.
- Courts provided valuable guidance on “hell or high water” clauses.
- An earnout was read to strike a balance between the seller’s right to the potential earnout payments and the buyer having “operational freedom” to run the target as it saw fit so long as it didn’t impair the earnout.
- Representation and warranty insurance (RWI) claim frequency post-closing has been trending steadily upwards, as have RWI claims on a multiple (e.g., EBITDA) basis.
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