CMS European Private Equity Study 2026 (CMS)

Summary

• The fifth edition of the study analyses over 170 private equity deals that CMS advised on in 2025.p.3
• New investments drove the majority of PE transactions in 2025 (72%), while exits and secondary buy-outs declined.p.4
• W&I insurance usage in PE deals dropped to 32% in 2025 from 44% in the previous year.p.5
• 93% of FDI filings were deemed legally required in 2025, up from 71% in 2024.p.5
• The share of add-on acquisitions fell to 43% in 2025 from 44% in 2024.p.14
• MAC clauses were included in 13% of transactions in 2025, compared to only 7% in 2024.p.17
• 63% of buyers required an exclusivity agreement before launching due diligence in 2025.p.23

Key insights

1. TMC remained the most active sector in 2025 at 22% of transactions.p.4
2. Entering new markets as a deal driver fell from 62% in 2024 to 44% in 2025.p.15
3. Deal activity in the Energy & Climate Change sector declined by 12 percentage points in 2025.p.16
4. The share of transactions that sought FDI approval fell from 21% to 17% in 2025.p.19
5. Auctions or bidding processes preceded the sale in 24% of transactions in 2025, down from 36% in 2023.p.21
6. In transactions exceeding EUR 100m, W&I insurance was used in 70% of non-PE deals in 2025, down from 83% in 2024.p.26
7. The use of de minimis provisions in PE deals rose from 71% to 78% between 2024 and 2025.p.30
8. Limitation periods of 18 - 24 months remained the majority in 2025 at 42%, versus 40% in 2024.p.38
9. The share of deals including a tax indemnity clause decreased from 67% in 2024 to 65% in 2025.p.40
10. The use of purchase price adjustments rose from 35% in 2023 to 42% in 2024 and to 45% in 2025.p.46