• The US/Europe investment corridor is valued at approximately US$3.9 trillion for US investment in Europe and US$3.4 trillion for European investment in the US (2024), making it the largest and most stable cross-border investment relationship globally.
• In 2026 (to date), US M&A into Europe has topped US$129 billion, including Nuveen/Schroders* and McCormick/Unilever*. US strategic acquirers are highly active in the current market.

*CC advised on these transactions

• The 2024 Draghi report highlighted concerns about Europe’s competitiveness and called for the creation of European champions to strengthen the region’s industrial base. While Europe is primarily focused on building its own strategic capacity, US investors are welcome, with most sectors open to foreign capital. Acquisitions in sensitive areas such as energy, defense and advanced technology will face heightened scrutiny.
• The European regulatory regime is increasingly open to market consolidation, reflecting pro-growth policy objectives. Navigating the regime's complexity requires early, tailored planning to address both Union-level and national approval processes.

• In addition to examining transactions under traditional competition theories (e.g. whether transactions might entrench dominance or eliminate future competitors), merger control review in Europe may assess competition risk under novel theories of harm. 
• Early merger control assessment for transactions (multi-jurisdictional filing analysis and robust preliminary substantive assessment) will allow for early constructive engagement with sellers, and help buyers to land on appropriately calibrated ‘Hell or High Water’ obligations and/or break fees.

• Foreign direct investment filings are at a national level (in contrast to merger control, which may be at EU level). While outright prohibitions are rare, high-profile cases such as France’s blocking of Eutelsat’s sale to EQT Infrastructure highlight the importance of early, coordinated planning.
• The EU Foreign Subsidies Regulation (FSR) introduces mandatory, data-intensive filings for certain transactions, requiring early identification of triggers and proactive data gathering to avoid delays.

• US businesses should be aware that certain data, IP and technology practices permissible at home may inadvertently create liabilities under Europe's regulatory regimes, particularly around the use of AI technologies, data processing and cross-border transfers.
• These differences affect not only the compliance risks to diligence on a transaction, but also the cost and difficulty of post-completion integration and the realization of synergies. Planning for that integration on Day 1 will minimize risk and improve target processes.

• US acquirers need to bear in mind the complexities of employment and labor laws, particularly around employee consultation, collective bargaining, and redundancy processes, which are different for each European country and can often be more protective than in the US.
• The challenges are navigable with thorough preparation and local advice; early planning and tailored strategies enable smooth execution of transactions.

• The US and Europe are increasingly diverging in their approaches to ESG and DEI. European standards are generally more prescriptive and far-reaching than those in the US.
• Transatlantic businesses must be prepared to navigate European reporting regimes and take proactive measures to ensure compliance with both European and US requirements. A one-size-fits-all approach is unlikely to suffice.

• Locked Box mechanisms are widely used in European M&A, offering price certainty to sellers by fixing the purchase price at a specified date and limiting post-completion adjustments. They require robust due diligence and clear protections for value leakage.
• No ‘MAC Out’ condition in European deals.