Regulator scrutiny of horizontal and vertical transactions has materially lengthened deal timelines in the U.S. and EU. Pending periods of nine to fifteen months are no longer unusual where they were once exceptional. The operational cost of carrying a pending deal — integration planning paralysis, key-person flight risk, customer hesitation — has correspondingly increased.
Deal-protection terms drafted under earlier assumptions about timing now feel mis-calibrated. Buyers and sellers are revisiting the design of MAC clauses, regulator-cooperation covenants, ticking-fee structures, and termination-fee economics. The right structure depends on the matter, but the questions are universal: who bears the cost of a delayed close, who controls the regulatory strategy, and at what point does the deal economics warrant a renegotiation rather than an exit?
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