TrendWatch: Navigating a New Era in M&A

There’s a kind of silence that happens before a deal falls apart. It’s not dramatic. No slammed phones, no hostile emails. Just a slow drip of delays, caveats, and quiet rejections. It’s a familiar sound to anyone navigating the M&A market today. The tempo has changed. Fear of missing an opportunity, once the engine of deals, has given way to caution.

In a world that feels increasingly unpredictable, in a recent interview, Duff Bryant, a partner at Stoel Rives, doesn’t offer platitudes. He offers perspective. Over two decades of transactional law have taught him that markets, like people, respond to stress in telling ways. The current moment — marked by domestic and global economic unease, continued capital cost concerns and a rethinking of value — is no exception.

Duff’s outlook is not about forecasting the storm. It’s about steering through it with clarity, realism, and a touch of nerve. This isn’t a guide for the timid. It’s a lens for leaders who understand that in M&A, motion — even through fog — is often better than stillness.

The Illusion of Certainty

We are in the era of qualified yeses and strategic maybes. Buyers, uncertain of the terrain, use volatility as reason to wait and leverage to change terms - shifting risk to the Seller and value to the Buyer. The result is a market where speed is rare, second-guessing is routine, and even well-matched deals struggle to close.

Duff doesn’t sugarcoat it. If you want momentum, you’ll have to manufacture it. That means:

• Staging the stage. Smart sellers don’t just list. They build a narrative, often with the help of an investment banker, to create real or perceived competition.
• Cleaning house. Internal diligence isn’t optional. It's insurance against buyer delays.
• Bracing for deal fatigue. M&A is not a side project. It’s a second job layered on top of an already demanding one.

In this market, being prepared is more than good business. It’s the difference between closing and circling.

AI and the Vanishing Hour

For years, AI was the next frontier. Now it’s at the front door, holding a redline draft and asking where to sit. In M&A, AI tools are already accelerating diligence. Soon, they’ll be shaping term sheets, flagging market anomalies, and questioning the status quo in negotiations.

This isn’t about replacement. It’s about reallocation:

• Associates may no longer learn by doing endless markups.
• Clients, armed with tech-savvy procurement, expect better, faster, cheaper.
• Law firms must defend value not by the hour, but through insight.

Duff sees a creative opportunity here: a chance to elevate the role of legal counsel from technician to strategist. But only if the profession is willing to rewrite its own rulebook.

When Risk Is a Strategy

Fear isn’t irrational. But paralysis is. As 2025 approaches, Duff sees room for courage — not in recklessness, but in thoughtful risk-taking. Leaders who move decisively amid uncertainty may gain the edge their competitors forfeited.

• Focus on core business truths. What matters now?
• Identify opportunity in what others see as chaos.
• Position early. Advantage rarely waits.

Duff's challenge isn't just to clients. It's internal, too: "At Stoel Rives, we're not just adapting — we're rethinking. Training. Pricing. Delivering value. If we're honest, the rules have changed. That’s not something to fear. That’s something to lead.