Five Key Takeaways from Mayer Brown’s Financial Services M&A Summit – Chicago
Mayer Brown’s Financial Services M&A Summit in Chicago brought together senior industry leaders and Mayer Brown lawyers to discuss the forces reshaping dealmaking across banking, specialty finance, insurance, wealth management, and private capital. From valuations and artificial intelligence to private capital and deal disputes, the program highlighted both the opportunities emerging in the sector and the complexities facing today’s dealmakers.
Below are five key themes that emerged from the program:
1. A New Wave of Financial Services M&A
The deal market is returning to normal after the rate-driven slowdown of 2022-24, rather than fully reopening. Bank valuations have recovered from their 2023 lows, and purchase-accounting pressure is easing as lower-yielding assets roll off balance sheets. Still, the direction of interest rates remains a key variable for deal activity. Banks continue to pursue scale and deposits, and technology spending and efficiency gains are making consolidation more compelling. A favorable regulatory climate could support a larger wave of strategic bank M&A heading into 2027.
Valuation gaps persist, particularly in specialty finance, where sellers’ multiple expectations often exceed what buyers’ return targets support. Creative structures, such as separating origination platforms from asset portfolios, are helping bridge those differences. For sellers, succession planning and management depth remain important to positioning a business for sale.
2. AI is Becoming Part of the M&A Conversation, but Acquirers Must Remain Focused on What They are Really Buying
In short, three assets that define an AI target are data, model IP and talent. Diligence—for risk allocation and valuation support—must examine the data (and whether it was legitimately and exclusively sourced), the model IP (built in-house versus dependent on third-party labs and their licensing terms), and the talent (retention against deep-pocketed AI labs), plus black-box regulatory risk and computer-driven economics that don’t always scale. The deal thesis must be weighed against these findings and the evolving legal, regulatory and operational considerations.
3. Private Capital Continues to Reshape Financial Services
Private equity, private credit, growth equity, and hybrid capital are transforming how financial services businesses access funding and how investors deploy capital. Private credit, which has grown to nearly $2 trillion, is projected to reach $2.5–3 trillion by 2028. Innovative structures, including reinsurance sidecars, forward flow arrangements, synthetic risk transfer and joint ventures, are bringing banks, insurers, and private capital providers closer together.
As the lines between these participants blur, transactions are becoming more complex. These deals often connect equity investments to sophisticated financing structures, and require interdisciplinary teams to execute. Regulatory scrutiny is also increasing, particularly for private equity-backed insurers and bank investment thresholds.
4. Private Equity and Wealth Management are Converging
Traditional private equity has increasingly focused on capital-light, service-oriented businesses such as wealth management and insurance brokerage. RIA consolidation remains in its early stages, with only 10-15% of a market exceeding $30 trillion consolidated. Succession-driven deal flow is expected to accelerate. Recurring fee revenue and the ability to distribute private-market products to wealth clients add to the sector’s appeal.
Structures are evolving accordingly, including minority GP stakes, earnouts that let sellers share in future growth, and permanent capital vehicles. Investors must also consider client consent requirements on a change of control, Advisers Act obligations, and the retention of advisors and clients.
5. In Uncertain Markets, Disciplined Execution Matters
Financial services remains the largest source of M&A disputes globally, and those disputes are growing in complexity and value. Common flashpoints include financial performance, purchase price adjustments, earnouts, indemnities and MAC clauses. Recent Delaware court decisions underscore how default rules on sandbagging, damages multiples and attorneys’ fees can shape outcomes when agreements are silent.
A practical lesson for dealmakers is to allocate risk clearly before closing, rather than arguing over it afterward. That means using precise financial definitions, objective earnouts, tailored special indemnities and close alignment between R&W insurance and the purchase agreement. Involving dispute counsel early is also important. Uncertainty may change how deals are structured, but it does not eliminate opportunities for well-prepared dealmakers.
Taken together, the program’s discussions pointed to a financial services M&A environment defined by convergence and change. Technology, private capital, and evolving business models are creating new possibilities across the sector, while thoughtful structuring, risk management, and execution remain fundamental to getting deals done.
Please also be on the lookout for our next Financial Services M&A Summit, which will take place in New York in early 2027. We will share more details soon, and we hope you can join us.
If you would like to learn more about any of the topics discussed at the Summit, we would be pleased to arrange a tailored meeting with our team to explore how these developments may affect your business.
