RSM’s M&A Insights

Tax diligence is no longer a backend workstream. In today’s complex mergers and acquisitions environment, it directly influences purchase price, timing and deal certainty. For sponsors and operating partners, the real question is not whether tax issues exist, but who controls them when buyers raise concerns late in the process.

Factoring tax positions into the deal process early helps deal teams:

• Preserve purchase price
• Avoid last‑minute renegotiations
• Shorten diligence timelines
• Reduce buyer leverage late in the process

While compliance remains essential, these outcomes are also critical for smoother exits that avoid value erosion.

From diligence checkbox to negotiating lever

Tax findings are no longer resolved primarily through paper protections like repetitions, indemnities or escrows. Instead:

• Buyers increasingly convert tax exposures into direct price adjustments
• Issues surface late, under compressed timelines
• Sellers often have limited leverage to respond

In practice, positions that were known, or even accepted, for years are being reframed as debt-like items that reduce value at the eleventh hour. That shift alone explains why tax readiness now matters at the deal-strategy level.

The complexity of market dynamics reinforces this trend. Many sponsors remain under pressure to exit long-held assets, and buyers recognize they have the upper hand. In a less seller-friendly environment, tax diligence has become an efficient way to improve economics when time favors the buyer.

What you gain by acting early—and what you risk by waiting

The trade‑off is straightforward. When tax is addressed late:

• Buyers define issues as debt‑like reductions
• Sellers respond defensively, under time pressure
• Negotiations shift from facts to assumptions

When tax is factored into the deal thesis early:

• Sellers define exposure before buyers do
• Issues are positioned as known, bounded risks
• Price discussions stay anchored to economics—not speculation

Early action doesn’t eliminate tax issues. It determines how they show up in negotiations.

Complexity has increased, and buyer expectations have risen with it

Even middle market transactions now involve structures that introduce layered tax considerations, including:

• Continuation vehicles
• Multitier ownership
• Rollover equity
• Cross-border operations and global structuring

These complexities and global implications introduce practical and regulatory challenges that directly affect diligence timelines and perceived risk—ranging from coordination across time zones, languages and local work norms to differing regulatory, compliance and tax regimes that require additional analysis and lead time. Without advance planning, global considerations can surface late and create friction—particularly when U.S. and foreign tax treatments diverge in ways buyers view as incremental risk.

At the same time, larger financial sponsors and strategic buyers are increasingly active in the middle market segment. They bring deep tax resources, standardized diligence playbooks and higher expectations around documentation and response time. For many sellers, this creates a disconnect: positions that were historically reasonable may no longer withstand scrutiny when viewed through the lens of large-buyer diligence. 

A critical risk: The next diligence team

A common misconception is that tax risk is defined only by audit exposure. In reality, a more immediate risk often comes from buyer diligence teams whose mandate is to find, size and monetize issues. Frequently targeted areas include:

• State and local tax positions
• Worker classification
• Sales and use tax exposure
• Information reporting practices

Many of these positions may be defensible. But without contemporaneous support or clear decision records, buyers can inflate perceived exposure, leaving sellers to negotiate against assumptions.

Sell-side readiness is about control

Early tax readiness gives sellers control over three factors buyers otherwise control:

• How exposure is quantified
• How risk is framed
• When issues surface

When sellers identify and analyze issues well before a process launches, they can respond with facts, documentation and realistic downside scenarios. That shifts negotiations away from speculation and back toward economics.

Sell-side readiness also isn’t limited to the months preceding an exit. Sponsors that revisit tax positions during the hold period, especially after operational or geographic changes, avoid compounding issues that become harder and more expensive to address later.

Process and documentation now influence deal momentum

As timelines compress, sellers must explain not just which positions exist, but why they were taken. Common friction points include:

• Disorganized data environments
• Reliance on institutional knowledge
• Inconsistent documentation

By contrast, sellers with centralized records, clear decision frameworks and repeatable processes move faster, inspire confidence and reduce buyer leverage. Technology helps, but only when built on disciplined governance.

A warning sign sellers shouldn’t ignore

One of the riskiest assumptions in today’s market is that sell-side readiness isn’t necessary because compliance positions are already in place. Compliance processes are not designed to anticipate how buyers will frame issues, especially across indirect taxes, payroll, benefits or historical structuring decisions. In a market where buyers are incentivized to find issues, something almost always surfaces.

The takeaway: Fewer surprises drive better exits

• The most successful exits aren’t defined by fewer tax issues but by fewer surprises.
• That outcome is driven by decisions made well before the sale process begins.
• Early tax involvement is no longer a hygiene; it’s a deal strategy.

Exit outcomes are shaped long before diligence starts. The sellers who recognize that fact are better positioned to protect value when it matters most.

As dealmakers look toward 2026, the market is at an inflection point. To understand what's driving this shift and where opportunities are emerging, we sat down with Stacy Dow, RSM deal services leader, to get her insights based on conversations with clients across the firm.

New year, new direction

Conditions for robust mergers and acquisitions activity are finally aligning. Lower, more stable interest rates are reopening debt markets that have been constrained for two years. Private equity is sitting on more than $1 trillion in U.S. dry powder, and the pressure to deploy is no longer theoretical—it's operational. Yet what's emerging isn't the deal frenzy of years past. The easy money has been spent. What remains requires precision, and that shift is reshaping how buyers and sellers approach the market.

When stabilization matters more than cost

Interest rate predictability will matter more in 2026 than absolute levels. Stability unlocks the debt financing that larger transactions depend on and gives buyers confidence to underwrite multiples that have been difficult to justify. Inflation volatility, meanwhile, continues to separate winners from losers. Businesses demonstrating pricing power and operational efficiency are commanding premium multiples, while others face aggressive margin scrutiny. The implication: cost optimization strategies once reserved for post-close are now modeled during diligence itself. Buyers are targeting inflation-resistant sectors and stress-testing margins before committing capital.

Geopolitical risk as a deal driver

Trade tensions and tariff uncertainty are driving M&A strategy in new ways. Companies are moving aggressively to de-risk global supply chains, creating opportunities in industrials, logistics and domestic manufacturing. Reshoring is showing up in capital allocation decisions, and businesses with U.S.-based capabilities or regional infrastructure are attracting strategic interest from buyers who understand that supply chain fragility carries profit and loss (P&L) consequences. What constitutes strategic value is recalibrating assets that weren't premium targets five years ago and are now commanding attention because they solve reliability challenges that financial engineering cannot.

AI and energy transition become acquisition priorities

Adoption of artificial intelligence is no longer optional, and buyers recognize that internal development is too slow. This urgency is pushing acquirers to pursue targets that have embedded AI into their operations or possess the data infrastructure to scale machine learning quickly. Premiums are paid for demonstrated AI-driven efficiency, not slide-deck promises. Energy transition follows a parallel path, driven by regulatory pressure and investor mandates forcing organizations toward decarbonization targets. Deals in renewable infrastructure, carbon management and efficiency technologies are accelerating as sustainability shifts from aspiration to compliance. For sellers, articulating credible AI or energy strategies isn't just helpful; it's increasingly the price of competitive process entry.

Private equity's deployment strategies

With $2.5 trillion in global dry powder—over $1 trillion in U.S. funds—the urgency to deploy is high, but discipline remains. Sponsors are leaning into continuation funds to unlock liquidity without fully exiting winning positions. At the same time, roll-up strategies stay strong in fragmented sectors like health care and professional services, where operational improvements deliver outsized returns. Sector specialization is becoming a genuine advantage. Leading firms aren't just sourcing deals—they arrive with operational playbooks that demonstrate how they'll drive AI adoption, optimize pricing and improve supply chain resilience. Data-driven diligence is table stakes. What separates winning bids is the ability to articulate credible value creation beyond financial engineering.

Corporate acquirers reshape portfolios

Strategic buyers are pursuing dual mandates: strengthening core platforms through tuck-ins while divesting non-core assets to fund technology investments. This isn't growth for growth's sake—it's about focus. Corporations prioritize acquisitions that fill capability gaps in AI, data analytics and digital transformation or that expand geographic reach, thereby supporting long-term objectives. Resilience has moved to the top of diligence checklists. Supply chain stability and cybersecurity are underwritten as rigorously as revenue synergies.  Many corporates are redeploying divestiture capital directly into AI initiatives, recognizing that the cost of falling behind on transformation exceeds the risk of moving quickly.

The readiness advantage

For sellers, the readiness bar has never been higher. Buyers arrive with sophisticated models and little patience for diligence delays caused by messy financials. Audit-ready financials and clean data rooms are baseline expectations. What separates successful processes is proactive preparation—defining data-supported value creation strategies, demonstrating operational resilience and addressing tax readiness before they become buyer concerns. Technology readiness is critical. Companies articulating clear AI strategies showing how technology drives efficiency are commanding stronger valuations. The lesson: diligence preparation isn't reactive—it's an investment made six months before market, ensuring data is accurate, accessible and structured for rapid buyer evaluation.

AI reshapes deal execution

Beyond its role as a strategic theme, AI is reshaping dealmaking mechanics. Diligence processes that historically took weeks are being compressed as firms deploy AI tools to analyze financials, flag risks and model scenarios in real time. Firms investing in AI-driven insights are closing deals faster with greater confidence. Integration planning is becoming more precise, and risk assessment is improving as predictive analytics identify value-creation opportunities that traditional analysis might miss. Expect significant capital investment in AI infrastructure—not just for portfolio operations but for the deal process itself. The advantage will go to firms mastering strategic and operational AI applications.

In summary

The 2026 M&A market will reward those who understand that capital abundance doesn't guarantee successful deployment. Discipline, preparation and the ability to identify resilience in an environment that continues to test it—these variables will separate outcomes.

Unlocking value through AI-ready deals

Amid the rush to acquire and integrate artificial intelligence solutions as part of a mergers and acquisitions strategy, it is concerning that 95% of generative AI pilots at companies are failing to deliver measurable returns, according to a new report published by MIT’s NANDA initiative. This statistic suggests that many acquirers are diving into AI without clear outcomes and subsequent planning to achieve those outcomes—an especially risky move in M&A, where missteps can erode deal value and/or derail integration. 

At RSM, we’ve seen our clients’ internal AI projects go awry when AI readiness was not where it should have been. The most common issues we’ve come across include insufficient data readiness activities to enable a specific AI use case, poor organizational change management practices and a “plug and play” mentality with AI, where the processes and people surrounding an AI technology solution aren’t prepared to adopt the new AI-enhanced methods.  

The lesson we can take away from the failed AI deployments we’ve seen is that AI success requires taking a step back to define what a practical AI adoption looks like. This includes identifying the critical assumptions with each AI adoption and how it will deliver measurable benefits and return on investment before proceeding. Dealmakers should consider strategic factors such as clean data, scalable infrastructure, skilled talent, governance guardrails, cultural openness and aligned use cases. While all these factors are important, data quality and change management can be viewed as the most critical. 

Before AI, fix the data

Data is the lifeblood of AI, and in M&A, it can make or break your value-creation thesis. The RSM Middle Market AI Survey 2025 shows that data quality is the top concern for AI adopters. Before AI can deliver insights, automate processes or uncover hidden efficiencies, it needs clean, well-structured and accessible data to work with. That’s why assessing a target company’s data landscape should be a top priority during due diligence and integration. 

A thorough review should go beyond surface-level data availability to examine data quality, consistency, lineage and governance policies, as well as the technology infrastructure supporting them. Weak data practices can lead to costly surprises post-close, from delayed AI initiatives to flawed analytics that steer decisions in the wrong direction. 

Conversely, companies with strong data management capabilities provide a foundation for faster AI adoption and sharper business intelligence. By prioritizing data health early in the deal process, acquirers position themselves to accelerate AI-enabled value creation and reduce execution risk after the deal closes. 

AI success depends upon the vision, the culture and the people

AI adoption should be treated as an organizational transformation. The most sophisticated AI tools can fail if the people who use them aren’t aligned, engaged and prepared for change. Successful AI integration hinges on an awareness of organizational culture and the best path forward within it, effective training, strong change management that brings leadership, employees and stakeholders along for the journey and a clear understanding of the assumptions inherent in AI adoption—from shifting roles and processes to evolving technology and vendor needs. 

During due diligence, it’s critical to evaluate a target company’s readiness for change, assessing executive sponsorship and governance structures, as well as employee engagement and communication practices. Companies with mature change management capabilities are more likely to overcome resistance, embed AI into workflows and sustain adoption over the long term. 

Post-close, active change management becomes a value lever, accelerating time to impact and ensuring AI initiatives translate into measurable business results rather than stalled pilots or abandoned projects. 

AI readiness solutions for M&A

AI acceleration programs offer a structured program and strategic pathway for private equity sponsors and their portfolio companies to move faster and smarter with AI. Guiding organizations through discovery, analysis and continuous improvement helps assess AI readiness, surface high-ROI use cases and develop actionable deployment plans. This approach enables a consistent AI strategy across funds—supporting practical, value-driven initiatives, aligning stakeholders and tracking measurable outcomes. Leveraging technology partner programs, such as Microsoft Azure Accelerate, can reduce implementation risk and support a repeatable, scalable framework for AI adoption that unlocks value and maximizes technology ROI across the portfolio.

As the age of megadeals pauses, private equity firms are leaning into add-on strategies to drive value in today’s high-rate, tight-credit market. This edition explores how sponsors are shifting from sweeping integrations to more tactical, finance-focused approaches to enhance efficiency and accelerate ROI across their portfolios.

As add-ons dominate PE deal volume, firms shift to tactical integration

The golden age of megadeals is on pause. In today’s private equity landscape, where interest rates remain stubbornly high, and credit is tight, add-ons have become the deal of choice. They now account for nearly 75% of U.S. buyouts, according to Pitchbook, signaling a decisive shift toward incremental growth and a new playbook for integration.

But as the volume of add-ons rises, so does the complexity of managing them. Increasingly, private equity sponsors are shifting from sweeping, transformational integrations to more tactical, targeted strategies, particularly in finance and accounting, where the return on integration investment is clearest and quickest.

Why add-ons are dominating

Add-ons offer a compelling path to scale within existing platforms, sidestepping the risk and capital intensity associated with launching new ones. In a high-rate environment, smaller deals are more digestible, often financed through existing credit facilities. These transactions, whether carve-outs, tuck-ins or bolt-ons, fit neatly into roll-up strategies designed to drive operational efficiency and boost valuation multiples. The logic is simple: grow smarter, not just bigger.

The integration gap

Yet many firms underestimate the operational lift required to make these deals work. Full-scale integration management offices (IMOs) are often deemed excessive for add-ons, leaving internal teams to shoulder the burden. The result? Fragmented finance and accounting systems, delayed reporting and stale data that hinder timely decision making. It’s not uncommon to find portfolio companies juggling multiple general ledgers, relying on manual consolidations and operating without unified KPIs, which are conditions that breed reactive rather than strategic management.

Tactical focus: Finance and accounting integration

To bridge this gap, a growing number of PE sponsors are turning to targeted integration support, particularly in finance and accounting, while leaving other functions to platform leadership. This shift reflects a broader service gap: traditional IMO providers may be overlooking demand for leaner, more modular offerings.

The value proposition is clear: streamlined accounting integration accelerates close cycles, enables real-time KPI tracking and enhances visibility into portfolio performance. In a low-growth environment where every basis point counts, clean financial data becomes a competitive advantage. It empowers sponsors to make faster, data-driven decisions and unlocks stronger ROI from each add-on.

Broader implications

This operational shift is not limited to firms with a reputation for hands-on management. Across the board, PE sponsors are engaging in integration planning earlier and more strategically. Tactical, modular integration support aligns with how deals and budgets are being structured today.

The takeaway for PE leaders is to reassess where focused integration services can unlock real value, especially in finance and accounting. In a market that rewards precision over scale, integration is no longer a back-office afterthought; it’s a front-line lever for value creation.

The outlook

As the market continues to favor add-ons, PE firms must evolve their approach to scaling platforms. Tactical integration, particularly in finance, offers a high-impact, cost-effective alternative to full-blown IMOs. The firms that succeed will be those who seek out advisors who understand how to deliver targeted, high-ROI integration support in fast-paced roll-up environments.

A more cautious approach to deal activity

Following the sentiment outlined in our January 2025 edition, we have observed a growing sense of caution in the M&A market. Recent policy developments have introduced uncertainty, leading many buyers to adopt a wait-and-see approach. While our M&A transaction services have experienced an uptick in due diligence activity, the number of closed deals has declined. Buyers remain hesitant due to fluctuating tariffs, interest rates and other macroeconomic factors that impact operational performance.

Despite steady transaction volume, the market’s focus has shifted toward policy decision makers, with investors closely monitoring regulatory changes that could influence dealmaking strategy.

Key market indicators to watch

Trade and tariff developments. Recent changes in trade policy have introduced potential risks for industries reliant on global supply chains. Manufacturers and distributors face uncertainty as supply-side pricing is expected to rise. While the full impact on companies’ purchasing power remains unclear, early indicators suggest that import-reliant businesses—especially in manufacturing and consumer goods—may experience increased cost pressures. The ability of businesses to pass these costs on to consumers remains an open question.

Interest rate environment. Interest rates remain a focal point for M&A professionals. The Federal Reserve’s decision to hold rates steady in January signals a cautious stance, but renewed inflationary pressures could prompt adjustments in future committee meetings. We expect PE firms with less leveraged funds and more access to capital may capitalize on this environment by utilizing private debt instruments. Meanwhile, firms that rely more heavily on traditional lenders may continue to delay acquisitions, waiting for more favorable market conditions.

Fundraising dynamics are also evolving, with firms adapting their strategies to align. We will continue to monitor how firms raise and deploy capital amid the current administration’s policies and economic outlook.

Potential impact on dealmaking, closures and exit strategies

The current uncertainty has led to a shift in M&A strategies. While activity remains strong, dealmakers are exercising greater precision and selectivity. For the first time in several years, we have seen the PE market contract slightly as fundraising has slowed, and firms are holding onto their investments for longer periods.

Instead of aggressive dealmaking, PE firms are focused on optimizing existing investments, improving operational efficiencies and identifying transformative strategies to enhance value. Given the factors outlined above, buyers are taking a more measured approach, leading to fewer finalized transactions.

We anticipate PE firms will continue to prioritize strategic improvements and operational adjustments to navigate the current climate and position themselves for more lucrative exit opportunities.

The outlook

Despite macroeconomic headwinds, we remain cautiously optimistic about the M&A market’s ability to adapt and evolve. While challenges such as shifting tariffs, fluctuating interest rates and regulatory uncertainty persist, they also present opportunities for firms to refine their strategies and leverage competitive advantages.

We will continue to monitor market trends and provide insights into how firms can best position themselves for success in this evolving environment. Expect further updates in our next edition as we track how the landscape develops in response to key economic and policy changes.

As we write this quarter’s newsletter in mid-December 2024, we are excited about what the new year may bring! RSM’s transaction professionals are tracking a slow and steady increase in M&A activity and sensing renewed optimism from our private equity clients and investment banking contacts.

This shift was influenced by several factors: the clarity following the presidential election, anticipated reductions in Federal Reserve interest rates, macroeconomic tailwinds and expectations of a more business-friendly regulatory environment.

Key M&A activity to watch

• Market sentiment: Optimism is growing as firms expect a rebound in deal-making.
• Interest rates: M&A lending rates will drop as the Federal Reserve continues lowering interest rates. As rates tick downward, the bid/ask spread between buyers and sellers will narrow, easing enterprise value discrepancies and bolstering deal financing.
• Continuation vehicles: Continuation vehicles, which regained popularity in 2024, will likely remain a vital liquidity tool. These vehicles provide flexibility for private equity sponsors holding assets longer than usual and for portfolio companies not yet ready to transact.
• Longer hold periods: PE firms face elongated holding periods for portfolio company assets but expect a surge in sales as these investments eventually hit the market.
• Regulatory environment: While heightened regulatory scrutiny and antitrust pressures present challenges, they also create opportunities for private equity firms to step in where corporate strategic buyers may hesitate. However, if the regulatory environment becomes more business and M&A-friendly, it may produce another catalyst for increased deal activity, including more competition between PE and corporate acquirers.
• IPO resurgence: Exit activity is another dam that is expected to break. We have heard from many private companies analyzing the potential for an initial public offering (IPO) exit in the coming quarters. This includes larger PE-owned assets that may utilize the public markets as an exit avenue in 2025.
• Private credit: We have seen a significant uptick in private credit fundraising in recent periods and expect this activity to continue, regardless of where interest rates land.
• Platform acquisitions: Middle market deals have increasingly focused on add-ons and tuck-ins, but platform acquisitions are also expected to grow. These platform acquisitions will enhance deal volumes, reinforcing positive market sentiment.
• Tax policy: The market will be closely watching the new administration’s tax policies, and business-friendly changes could favor profitability (and cash flow), incentivizing domestic investment.

The outlook

2025 presents a dynamic landscape for private equity and M&A. With optimism spurred by improving economic conditions and evolving market dynamics, the stage is set for a potential surge in activity. Challenges remain—such as regulatory scrutiny and market volatility—but opportunities abound for firms ready to adapt. As these trends unfold, 2025 could mark a pivotal year of growth and transformation for the M&A market.

In today’s private equity (PE) landscape, trends in dealmaking are evolving rapidly in response to economic pressures. As a firm deeply immersed in this space, RSM is seeing a heightened emphasis on profitability and a growing reliance on granular data to substantiate profitable growth assertions in mergers and acquisitions (M&A) and refinancing events. These trends are shaping the strategies of PE investors, lenders and portfolio companies.

Profitability and margin focus

Investors are diving deeper into data to validate claims of operational improvements. No longer satisfied with high-level diligence, they demand a full revenue and gross margin bridge, examining everything from price impacts to cost-per-unit impacts, volume changes, and sourcing and labor efficiencies. For example, in consumer products or industrials companies, PE firms are going down to the stock keeping unit (SKU) level to ensure real margin improvement, not just growth in sales, accounting pricing variability and SKU customization for different customers.

This diligence extends to proving that any price increases won't result in a decline in volume or market share. Investors look closely at backlogs, pipelines and customer behaviors to assess what sustainable price changes might be. Before, when capital was more readily available, firms were willing to accept high-level anecdotal stories. Now, in this constrained market, everyone wants the most granular data available to validate a portfolio company's equity story.

Refinancing and debt management

Another significant trend we're seeing is a rise in refinancing activities. Many portfolio companies, especially those that have grown through acquisitions, are now facing debt maturities from loans secured in 2020 or 2021. With market conditions tightening, PE firms and portfolio companies are preparing to refinance these debts.

Additionally, dividend recapitalizations are popping up as a means for PE firms to extract value from their investments. These transactions allow financial sponsors to generate liquidity while maintaining their ownership stakes. In today’s environment, where profitability is prioritized, these recapitalizations often focus on ensuring that any distributions don’t jeopardize the company’s operational or financial stability.

Deeper reliance on data

Data has become a cornerstone of modern PE dealmaking, particularly in the current economic climate. Gone are the days when investors were content with broad overviews and anecdotal stories about a company's growth potential. Now, data-driven diligence is paramount. Investors want access to transactional-level data as early as possible to validate claims of growth, profitability and operational improvements. Whether it’s assessing the success of a product launch or the validity of management’s claims, PE firms now demand concrete data to back up the narrative.

Moreover, data is no longer something requested toward the end of the deal process. It’s now a critical component from the very start, often forming the foundation upon which investment decisions are made. This level of diligence, which once might have been seen as overkill, is now table stakes in PE dealmaking.

The outlook

Expect these trends to continue shaping the PE landscape into 2025. The focus on profitability and margin sustainability will likely intensify, particularly in sectors where inflationary pressures and rising input costs pose significant challenges. Refinancing will remain a key theme as companies look to manage their debt loads in a more constrained lending environment.

Data will only become more central to the deal process, with investors requiring more granular and earlier access to validate the investment thesis. In an era where anecdotal evidence no longer suffices, data-backed insights will separate the winners from the losers in PE dealmaking.

For investors, staying on top of these trends is crucial. It’s not just about identifying the next big growth story; it’s about ensuring that the story is backed by solid fundamentals, sustainable margins and real operational improvements. As the environment grows more challenging, the ability to drill down into the details will be what sets successful investors apart from the rest.

We would love to hear your questions, concerns and comments on the role of granular data in deal analytics and due diligence. Please reach out and let us know your thoughts.