The M&A Market Is Recovering Selectively: Value Is Up, Volume Remains Under Pressure

Why Dutch deals require better preparation, tighter terms and more deal certainty

The M&A market in 2026 is not experiencing a simple broad-based recovery. Deal value is increasing, but deal volume remains under pressure. That distinction matters. The market is not becoming easier. It is becoming more selective.

Large strategic transactions and well-capitalized buyers are lifting global deal value. At the same time, many mid-market processes remain slower, more selective and more vulnerable to diligence findings, financing constraints, valuation gaps and execution risk.

For Dutch M&A transactions, this has practical consequences. A company may be attractive, but that is no longer enough. Buyers want more certainty around quality of earnings, management continuity, financing, contracts, employees, technology, IP, data, regulatory exposure and post-closing integration. Sellers need to be better prepared before going to market.

The legal lesson is straightforward: in a selective recovery, deal certainty becomes a deal term. The party that prepares better, identifies risks earlier and structures the transaction documents more precisely will usually be in a stronger position.

This article discusses what the selective M&A recovery means for foreign investors, strategic buyers, private equity funds, international counsel and Dutch sellers involved in Dutch transactions.

This article is part of the ViottaLaw series on Dutch M&A deal practice, Private Equity Insights, Dutch deal readiness for US and UK buyers, management presentations and vendor due diligence and cross-border Dutch deal implementation.

Higher value, lower volume

PwC’s 2026 mid-year M&A outlook points to a clear divergence. Global deal value is rising, but deal volumes are declining. Large transactions account for a growing share of total deal value. Once megadeals are stripped out, the picture is much less exuberant.

That distinction is important for the Netherlands. Dutch dealmaking is strongly rooted in mid-market M&A, software, technology, industrial niche businesses, services, healthcare, energy transition and private equity-backed buy-and-build platforms.

The message is not that the market is fully back. The more accurate conclusion is that good assets remain financeable and saleable, but buyers are more selective and transaction processes require more discipline.

For sellers, this leaves less room for weak preparation. For buyers, it means that attractive targets can still be competitive, but the legal and financial risk analysis needs to be sharper.

Selective recovery means stricter preparation

In a hot market, buyers may sometimes tolerate incomplete preparation because competition for assets is high. In a selective market, uncertainty is converted into price pressure, broader warranties, specific indemnities, closing conditions, deferred consideration, longer exclusivity or even failed processes.

For sellers, preparation therefore becomes more important. Corporate records should be complete. Material contracts should be reviewed. Change-of-control provisions should be identified. IP and data should be diligence-ready. Employee and management arrangements should be clear. Financial information should be consistent with the legal structure and the equity story.

This is not legal housekeeping after the fact. It is part of the sale strategy.

A well-prepared process gives buyers more confidence, shortens diligence and reduces the buyer’s ability to use legal uncertainty as negotiation leverage.

Deal certainty becomes a transaction issue

Deal certainty is about the likelihood that a transaction signed today will actually complete. In a selective M&A market, that certainty becomes increasingly important.

Buyers want to avoid being locked into a deal that later reveals financing, regulatory, business or diligence risks. Sellers want to avoid giving buyers too much room to walk away after signing.

That makes the legal architecture around signing, closing and termination more important. Conditions precedent, financing certainty, regulatory approvals, shareholder approvals, bank consents, customer consents, Vifo screening, merger control, IT separation and carve-out deliverables should be addressed early.

The question is not only whether these issues exist. The question is which party bears the risk if they cause delay or cannot be resolved.

Tighter LOI and SPA drafting

In a selective market, legal discipline should start at the LOI or term sheet stage. Too often, parties agree broad commercial principles and leave the real risk allocation for the SPA. That approach creates friction.

A good LOI should not only cover price and structure. It should identify the main transaction uncertainties: locked box or completion accounts, debt-like items, working capital, earn-out, vendor loan, rollover equity, financing conditions, exclusivity, diligence scope, management participation, regulatory approvals and timing.

The SPA should then implement those commercial assumptions precisely. If price depends on cash, debt and working capital, the definitions must be tight. If future performance matters, the earn-out should not be vague. If management remains involved, rollover equity, leaver provisions and governance should be negotiated in parallel. If regulatory clearance is needed, the SPA should allocate responsibility for notification, information sharing, cooperation, timing and termination.

In a market where not every process closes, the documents must help bring the deal to completion.

Vendor due diligence and disclosure discipline

Vendor due diligence becomes more valuable when buyers are selective. The purpose is not cosmetic preparation. The purpose is to identify known risks earlier, explain them better and process them correctly in the transaction documentation.

A seller that knows before the process which contracts are problematic, which employee issues exist, whether IP documentation is incomplete or whether data and privacy questions are likely to arise can manage the process more effectively.

This also affects the disclosure letter. Disclosure is not the same as uploading documents to a data room. Known risks need to be disclosed carefully and connected to the relevant warranties and indemnities.

In a selective market, vendor due diligence is therefore not only a process tool. It is a way to manage liability, price pressure and closing risk.

Buyers need more targeted diligence

For buyers, the lesson is that diligence should be more targeted and less generic. Not every Dutch target has the same risk profile.

In software transactions, the focus may be IP, open source, data, AI dependency, churn, recurring revenue and customer contracts. In industrial transactions, it may be supply chain, product liability, permits, employees, capex and environmental exposure. In healthcare, regulatory, privacy, contracting and governance may be central. In carve-outs, perimeter, transitional services, IT, data and employees often determine execution risk.

A buyer that treats diligence as a standard checklist may miss the risks that actually affect value and integration.

Targeted diligence also improves the SPA. Warranties, indemnities, closing deliverables and covenants can then be aligned with real deal risks rather than generic model documentation.

Structured consideration can bridge gaps, but only with precise mechanics

In a market with valuation gaps, parties often use structured consideration. Earn-outs, deferred consideration, vendor loans, rollover equity, management participation and staged payments can help bridge differences between seller expectations and buyer risk appetite.

But these instruments do not solve the problem if the mechanics are unclear.

An earn-out requires precise metrics, accounting principles, information rights, audit rights, conduct restrictions and dispute mechanics. Deferred consideration requires rules on security, acceleration, set-off, subordination and claims. Rollover equity requires governance, exit rights, leaver provisions, information rights and minority protection.

Structured consideration is not a simple compromise. It is additional deal architecture that must be drafted carefully.

What sellers should do now

Sellers considering a process in 2026 or 2027 should start with deal readiness.

That means cleaning up corporate records, reviewing shareholder arrangements, documenting IP and data, mapping material contracts, clarifying employee and management arrangements, reviewing financing documents, identifying debt-like items and preparing a data room that supports the equity story.

Management continuity should also be addressed early. If the buyer depends on founders or key managers, management participation, rollover equity and leaver provisions should not be left until the end of the process.

The seller that starts only when the data room opens is already late.

What buyers should do now

Buyers should focus not only on asset quality, but also on execution.

An attractive target can still be difficult to acquire if consents are missing, shareholders are misaligned, financing is uncertain, management is not committed, contracts are not transferable or carve-out dependencies are unclear.

Buyers should think about deal certainty already at LOI stage. Which issues must be solved before signing? Which can be closing conditions? Which should be reflected in price, indemnities or covenants?

In a selective market, speed matters, but only if the execution is credible.

Conclusion

The M&A market is recovering selectively. Value is up, but volume remains under pressure. The result is not an easier market. It is a more disciplined market.

For Dutch transactions, the focus shifts to preparation, tighter terms and deal certainty. Sellers need credible data, clean legal structures and a clear growth story. Buyers need targeted diligence and precise risk allocation. Both sides need transaction documents that reflect the economic reality of the deal.

In a selective market, the strongest position is not held by the party that moves fastest. It is held by the party that prepares early, identifies risks clearly and structures the deal so that it can actually close.

FAQ

What does a selective M&A recovery mean?

It means that deal value may increase while deal volume remains under pressure. Strong, well-prepared assets remain attractive, while more complex or less prepared targets face longer processes and more negotiation pressure.

Why does deal certainty matter more in 2026?

Because buyers are more selective and sellers want confidence that a signed transaction will actually complete. Financing certainty, regulatory approvals, consents, closing conditions and termination rights therefore matter more.

What should sellers prepare before an M&A process?

Sellers should prepare corporate records, contracts, IP, data, employee arrangements, management arrangements, debt-like items and the data room before buyer diligence begins.

Why is vendor due diligence useful?

Vendor due diligence helps identify risks early, improve disclosure and reduce the buyer’s ability to use uncertainty as price or liability leverage.

Which SPA terms become more important in a selective market?

Important terms include closing conditions, long-stop dates, financing certainty, regulatory approvals, earn-out mechanics, deferred consideration, rollover equity, leaver provisions and disclosure.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers in Amsterdam. He advises foreign investors, strategic buyers, private equity funds, founders and management teams on Dutch M&A transactions, private equity, deal readiness, SPA negotiations, governance and Dutch BV implementation.

Preparing a Dutch M&A process in a selective market?

In a selective M&A market, preparation, diligence, disclosure and deal certainty often determine whether a transaction reaches signing and completion. The legal structure should support the commercial deal.

Dirk de Waard advises buyers, sellers, investors and international counsel on Dutch M&A and private equity transactions. Contact Dirk at dirk.dewaard@viottalaw.com to discuss the legal preparation of a Dutch acquisition or sale process.