Looking at the M&A landscape this year and beyond, there have been seismic shifts driven by regulatory changes, geopolitical tensions, technological disruption, and evolving investor expectations. For companies considering M&A and related events, here are several areas that are impacting these types of transactions in the US and Canada you need to know. 

SPACs, going private and private equity

After COVID there were many special purpose acquisition (SPAC) deals, and in 2025, this has continued to increase in the US.

In the last year, there has also been an increase in the number of public companies choosing to go private. With the volatility in the market, sponsors are currently reviewing this strategy.  Dry powder in private equity (~$2.6 trillion globally) is poised to fuel acquisitions as financing becomes more favorable.

Anti-trust and regulatory enforcement

Increased anti-trust scrutiny, particularly under the previous US administration, has extended deal timelines, with risk allocation becoming a central part of negotiations. The current shift in US leadership is expected to ease aggressive anti-trust enforcement, especially in banking and traditional sectors.

Spin-offs, reorganizations and portfolio optimization

  • Strategic spin-offs on the rise – Companies are using spin-offs to unlock shareholder value and refocus on core competencies.
  • Reorganizations for resilience – A large number of corporations and private equity portfolio companies have undergone or are undergoing internal restructuring.

Deal financing and structuring strategies 

  • Earnouts and alignment – Earnouts have become more prevalent as a way to bridge valuation gaps, with mechanisms often tied to revenue or earnings, requiring clear calculation and tracking to avoid disputes.
  • Interest rate impact – Sustained high interest rates have influenced deal structuring, with acquirers focusing on refinancing target debt, leveraging lender relationships, and negotiating stringent operating covenants related to debt management. Both the Fed and the Bank of Canada have reduced rates multiple times this year, and if this trend continues, M&A activity is expected to rebound more strongly in 2026.
  • Distressed asset strategies – When acquiring distressed assets, it is important to evaluate which assets to acquire or leave behind to optimize the capital structure. 
  • Shareholder experience in large transactions – There are challenges in managing large retail shareholder bases in all-cash transactions, including the logistics of distributing consideration and coordinating with teams to ensure all shareholders are accounted for. 
Neda Sheridan

Neda Sheridan
Executive Vice President, Corporate Actions, Computershare US

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Helen Kostantinidis

Helen Kostantinidis
Director, Corporate Actions, Computershare Canada

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Cross-border deal challenges

When examining cross-border deals in and outside of North America, there are many complexities. In numerous countries, there are political risks, supply chain issues, AI-driven threats and other concerns all to be considered apart from the basic details of how the business operates, the market, competition, foreign currency, and other factors. 

Canadian foreign investment legislation

When looking at US cross-border deals, companies need to account for the Canadian Competition Act, addressing anti-trust legislation, and Invest Canada Act, for foreign investment legislation.

Some of the considerations under these acts include:

  • Time for analysis
  • Time for review by government and/or the Competition Bureau
  • Labor or supply chain issues to consider in terms of process and timing

The timelines for completing these transactions have increased due to several factors including mandatory notification requirements, net benefit analysis and national security review – which all need to be considered in setting a timeline.

The tariffs imposed by the US administration on Canada have impacted deal flows to a certain degree. It seems that fewer US companies are planning acquisitions in Canada, but there are more Canadian companies looking to acquire in the US, possibly to navigate the tariff barrier.

Canadian regulatory thresholds

Under the Competition Act and Invest Canada Act, there are regulatory thresholds – deal size threshold and party size threshold – including asset and revenue benchmarks, with the numbers changing annually. 

The deal size threshold is the financial value of the transaction. The party size threshold is the aggregate book value of assets in Canada.

A major recent change in the application of the Competition Act relates to how mergers and acquisitions are reviewed, especially when they result in a high concentration of market share. Specifically, if a proposed transaction would result in a company holding a significant share of a particular market – typically around the 30% threshold – there is now a rebuttable presumption that the transaction will substantially lessen or prevent competition.

When investments involve sensitive sectors like critical minerals, infrastructure, or technology, the threshold does not apply. The government reviews these automatically for national security concerns and ensures there is no reasonable risk to the country's security.

Event preparation and execution

Some final tips on executing a successful event.

  • Early preparation – Start to prepare early, to give you and your team sufficient time to identify and address any issues that may arise.
  • Clear deal rationale – Develop a well-defined deal rationale that is understood by and agreed to by your management team.
  • Adaptive strategies – With the volatility and complexity of today’s deal environment, it is important to be flexible and willing to redefine processes, as traditional approaches may not always be effective.

To learn how Computershare can assist with your upcoming M&A or corporate action event, please contact your Relationship Manager.

 

Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.