A more disciplined era for North American dealmaking

North American M&A by value in the first half of 2026 hit more than USD1.56 trillion, the highest six-month total in history and 5% up on the previous record set in H2 2025.

Yet in the period from January to June, deal volumes also fell by 16.2% (6,261 transactions) compared to the previous half-year period (the lowest half-year count this decade), with the gap revealing the outsize influence of a series of transformational deals (including SpaceX/xAI and Paramount/Warner Bros.) on the headline numbers.  

Values were similarly elevated during the COVID-era boom, but today’s activity is less speculative than many of the transactions that characterized M&A in 2021. Instead, what we are seeing on the ground is a return to more disciplined, strategic dealmaking. 

Mega-deals account for significant proportion of total value

Activity in the U.S. mirrored the regional trend, with USD1.47tn of deals in the period. This represents another all-time high yet deal volume (5,526 transactions) was again the lowest since H1 2020.

SpaceX’s USD250 billion acquisition of xAI—the largest M&A transaction ever—accounts for a substantial share of H1’s value on its own. Other notable transactions in the first half of the year included Paramount Skydance’s pending USD111bn acquisition of Warner Bros. Discovery; SpaceX’s post-IPO buyout of Anysphere (the developer of the AI-powered coding platform Cursor) in a USD60bn stock deal; and Devon Energy’s USD58bn merger with Coterra, which created one of the largest independent U.S. oil and gas producers. 

As far as the broader M&A market is concerned, participants are showing renewed confidence and ability to execute even the most complex transactions. Some sale processes that were halted at the height of the tariff wars restarted as boards and private capital investment committees adjusted to a more volatile global economic outlook. Likewise, the war in the Middle East and absence of a cut to interest rates failed to dent transactional activity, although in some cases timelines lengthened. Amid the more disciplined focus outlined above, sellers are less able to dictate aggressive close dates as they were during the COVID-19 pandemic. 

As in other regions we are seeing an uptick in carve-outs of non-core assets by corporates, with financial sponsors increasingly willing to take on the complexity such deals entail as they look to generate returns through operational efficiencies rather than leverage.  

Changes to antitrust screening process impact deal structuring and timelines

From a legal perspective, dealmakers continue to adjust to changes in the U.S. merger notification landscape.

In February 2025, a revised Hart-Scott-Rodino Act (HSR) premerger notification form was introduced by the Federal Trade Commission (FTC) and Department of Justice (DOJ). The changes were the most significant in more than four decades and drastically increased the administrative burden on parties by requiring extensive disclosures on ownership structures, officers and directors, supply relationships and prior acquisitions, among other things.

However, the reforms were struck down by a federal district court barely a year later. With an appeal on the merits pending, deals are currently filed under the older, less burdensome pre-2025 form. This simpler version will remain in use until either the Fifth Circuit reverses the district court’s decision or the FTC proposes new disclosure requirements which would likely not take effect before early-to-mid 2028.

However, in March 2026, the FTC signaled its intent to rewrite the HSR form no matter the outcome of the appeal, and expects to issue a formal Notice of Proposed Rulemaking by the end of this year. This triggers a mandatory comment period which usually takes between two and four months to complete. 

In some areas this revised new form is likely to be narrower than the agencies’ first attempt at reform. In vacating the pre-February 2025 form, the court faulted the FTC for imposing costs on all filers when only around 8% of deals warrant further scrutiny. As a result, any future changes will likely show deference to the cost-benefit standard, which requires the FTC to limit document and information disclosures only to those that are necessary and appropriate. Items from the vacated HSR form that would face a steep hurdle for reintroduction include information on interlocking directorates, and ordinary course documents analyzing overlapping products or services (known as “plans and reports”).

However, elsewhere the FTC requested public comments on more ambitious reforms. Longstanding filing exemptions are under review, most notably the “investment-only” exemption for passive minority stakes and certain real estate deals, while changes to the treatment of real estate acquisitions by real estate investment trusts (REITs) are also being considered. 

The antitrust agencies are also contemplating ways to review “non-traditional” structures such as licensing deals, acqui-hires, reverse acqui-hires and convertible securities (such structures have long been the subject of debate over whether they are used to absorb a competitor without triggering a review) citing recent high-profile AI talent-and-licensing transactions as the driver. 

Agencies look to clamp down on late-stage fixes

Late-stage deal “fixes” may also become more challenging, with the agencies exploring mechanisms to disincentivize late-stage proposals. The FTC sought public comments on one such tool, which would force parties to submit supplemental HSR filings when they propose divestitures or remedies late in a contested review; a development that could lengthen timelines and raise costs on already-scrutinized deals. 

At the same time, national security-related disclosures may be folded into a future version of the HSR form. The agencies are exploring adding CFIUS-compliance and defense supply-chain disclosures to the form and facilitating “closer and more efficient coordination” with the Department of War (DoW), which could extend to sharing information on certain transactions with the DoW on request. 

In the near term, the filing burden on parties is currently lighter under the reinstated HSR form, but they should be prepared to pivot filing forms depending on the Fifth Circuit’s decision. Over the longer term, a final new rule, likely effective in 2028, could bring a broader set of deals into scope for mandatory reporting and reshape how parties handle timing, remedies and merger agreement drafting. 

For a more detailed exploration of the evolving HSR landscape, read our article originally published in ‘The M&A Lawyer’.