In a fragmented information landscape, criticism of a merger or acquisition can come from all corners: shareholders, regulators, elected officials, customers, suppliers, employees and consumers. Any stakeholder with a platform, including across social media, and sufficient influence can disrupt a transaction that might otherwise be smooth sailing if only the benefits for all involved were better articulated and understood.

Communications play an essential role in determining the outcome of many transactions. Every step of an M&A process must be carefully managed and communicated to protect credibility and advance progress toward closing. Companies must develop a sophisticated and thorough pre-announcement strategy, including leak preparedness; effectively execute a transaction launch that reaches and persuades stakeholders; communicate around key milestones through closing; and react appropriately to any potential roadblocks.

Dealmakers today are operating in a very different environment than they were just months ago. Entering the year, observers broadly expected an increase in transactions, driven by a more permissive regulatory approach and the animal spirits of a more conducive market environment. In line with this thinking, activist investors were re-emphasising M&A demands. According to Barclays, while in the first half of 2024 M&A demands were front-and-centre in one-third of activist campaigns, in the second half they appeared in more than 50 per cent.^[2]

Instead, the expected increase in activity has not yet materialised, as many companies take a 'wait and see' approach to policy issues like tariffs. At the end of March 2025, the Financial Times, citing the London Stock Exchange Group, reported that the number of transactions was down 18 per cent to its lowest level in 10 years.^[3] Activist investors adjusted demands accordingly. By the end of the first quarter of 2025, 'only 26 per cent of campaigns YTD have featured an M&A thesis vs. the 45 per cent four-year average', according to Barclays.^[4]

Several important trends in M&A communications are evolving alongside the changed environment:

1. fiercer competition among reporters chasing scoops on fewer transactions overall;
2. enhanced emphasis on public affairs at the start of a new administration; and
3. deeper focus on granular digital targeting of stakeholders, with video at the forefront.

I Traditional media is not 'dead' - they'll still leak your deal

Reporters and commentators retain a highly influential seat in M&A, and in 2025, there is an expanding universe of reporters and outlets who may cover a transaction. The top-tier financial outlets remain the primary sources of major M&A scoops. Newer publications staffed by star reporters also play an important role in this media ecosystem. Transactions involving consumer-facing companies might also be subject to punditry by social media personalities.

In light of the slower deal environment, these reporters are chasing fewer scoops overall, increasing the already fierce competition to break M&A news. Of course, companies should always be prepared to handle a leak. But they should also plan for more attention than they might expect in a busier environment, meaning transactions with lower values, or involving lower-profile companies, may be featured in top-tier media. Companies unaccustomed to this level of media scrutiny may find themselves engaging more than expected with reporters, who may ask more detailed questions and produce overall more column space than they might in busier times.

A tailored communications strategy must treat media as a conduit to important audiences. Legal counsel should think of themselves as key enablers of M&A media strategies who can help educate reporters on transaction dynamics and advance companies' key messages off-the-record. Communications counsel can help in establishing and building those relationships while shielding advisers from scoop-driven reporters.

II Building support at intersection of digital and public affairs

While working with the media remains an important consideration, reporters typically try to break news about a handful of facts: price, personnel and other enticing details. The messages that matter to stakeholders - and the transaction benefits companies want to emphasise - are not necessarily what matters to reporters. To address this mismatch, dealmakers should consider the many other communications tools at their disposal, which, deployed strategically, can create an environment that helps propel a transaction through closing.

In recent years, digital tactics like stakeholder targeting have been essential tools for building support in transactions. When regulators and shareholders are asked to choose sides, getting the right messages in front of the right people on the right platforms can be outcome-determinative.

As a result, companies are communicating more frequently, more directly and more briefly (e.g., to grab a stakeholder's attention with a compelling message that fits a small screen). Changes in political power impact the transaction key messages that companies emphasise, and the messages past officials found compelling may no longer pass muster. But, while the new administration has brought new priorities, the overall trend toward using direct channels - like social media and video - has continued apace.

One of the highest-profile healthcare deals of the past year showcased the benefits of a targeted strategy. Novo Holdings' cross-border acquisition of Catalent required approval in a number of jurisdictions, including the United States, EU and Brazil. The parties received a second request from the Federal Trade Commission, and some consumer groups expressed concerns about the transaction's impact on competition. Misconceptions abounded about the deal's structure. In October 2024, US Senator Elizabeth Warren issued a letter urging scrutiny of the transaction, described as 'Novo Nordisk's merger with Catalent'.^[5] Rather, Novo Holdings, a global life sciences investment firm, which has a controlling interest in, but operates independently from, Novo Nordisk, was buying Catalent, not Novo Nordisk itself. Novo Holdings would sell only three Catalent sites out of 50 to Novo Nordisk following closing.

The transaction cleared all hurdles after a robust communications and public affairs campaign executed throughout 2024 to educate stakeholders. Tactics included a microsite to house key messages and documents, leveraging paid ads online and driving attention to fact sheets and open letters to customers to explain the transaction structure and allay potential competition concerns. The transaction received the required approvals and successfully closed in December 2024.

Video is a great tool to engage and educate stakeholders. In the past, many companies primarily or only used video as a tool for use with employees. Increasingly, however, including in situations that require an education effort, such as a contested shareholder vote or a regulatory challenge, a well-produced video leveraged appropriately on LinkedIn - seen by the right stakeholders - can help carry key messages and gain supporters.

Amex GBT, a leading B2B software and services company for travel and expense management, faces regulatory opposition to its pending acquisition of CWT, a global business travel and meetings solutions provider. In January 2025, at the end of the outgoing administration, the Department of Justice sued to block the transaction.^[6] Amex GBT has since released a number of blog posts focused on reinforcing and enhancing the Company's position with its key customers - corporate travelers. While the content of the videos is not directly focused on the regulatory review process or the pending transaction, the videos have proven to be a highly effective means of burnishing Amex GBT's reputation and rebutting the flawed and misleading allegations in the Department of Justice's complaint. Amex GBT has skillfully used video content to support and drive its business forward against the backdrop of aggressive regulatory oversight that threatens the company's reputation and relationships with its key customers.

III Communicating through transaction 'limbo'

Significant uncertainty about market conditions and consumer confidence can postponedeal announcements or cancel them entirely, meaning that not only is M&Ahard to complete, agreements are hard to reach in the first place.

Companies that have public processes that take longer than anticipated, or deals that leak and then are shelved, can find themselves in a challenging state of 'communications limbo,' in which stakeholders remain on alert for change that takes longer than expected or never comes. In situations like these, companies should ground their approach in a few best practices:

1. In attention-grabbing transactions, every development becomes a potential scoop. Companies may hear from reporters every day for months asking for commentor confirmation. To manage, communications teams need to be kept in the loop on newsworthy developments, and partner with deal teams to develop a strategy for responding - or not - to public chatter. If a reporter has information that can alter the course of a process, they must be handled by expert media relations executives and counsel.
2. Generally, when an outlet learns about a transaction, the companies involved decline to comment or provide a 'no comment' statement. Stakeholder questions maybe handled similarly. However, assuming the leak is accurate, companies should not waste the opportunity to seed the key messages of a transaction. Without confirming the report, find ways to highlight the inherent logic, and gather the likely questions stakeholders will raise when the transaction is announced.
3. Employees may be the most directly affected stakeholders in a transaction. Companies publicly seeking a deal or navigating a public bidding war must keep their teams informed of key developments, but avoid overcommunicating. Providing updates with no 'new' news can be distracting and cause fatigue. Projecting normalcy while acknowledging impending change requires careful calibration.

IV Approach M&A communications through a high-stakes lens

Smooth sailing between announcement and closing is unlikely, particularly in 2025. Starting before a transaction is announced, deal participants face a range of high-stakes communications challenges, and must navigate an expanding and more complex public relations landscape. The M&A environment continues to demonstrate that sufficiently planning for and addressing reputation risks and stakeholder concerns, using the latest tools at companies' disposal, can push a transaction over the finish line.

As a matter of risk management, communications and investor relations officers must have a seat at the table throughout the entire life cycle of a transaction. These executives and their communications counsel should work alongside deal teams to outline tactics, identify and address potential pitfalls, and provide perspective on best practices.

Endnotes

1. Joseph M Sala is a partner at Joele Frank.
2. Barclays, '2024 Review of Shareholder Activism', 2 January 2025. 
3. Financial Times, 'The M&A boom that wasn't', 28 March 2025, https://www.ft.com/content/e3f4b1bc-bd95-4780-8e7a-b9bdcbb25a1e.  
4. Barclays, 'Q1 2025 Review of Shareholder Activism', 1 April 2025.   
5. Press Release, 'Warren Urges FTC To Closely Scrutinize Novo Nordisk-Catalent Merger, Block if Illegal Under Antitrust Law', 10 October 2024, https://www.warren.senate.gov/newsroom/press-releases/warren-urges-ftc-to-closely-scrutinize-novo-nordisk-catalent-merger-block-if-illegal-under-antitrust-law.
6. Press Release, 'Justice Department Sues to Block Global Business Travel Group's Proposed Acquisition of CWT Holdings', 10 January 2025, https://www.justice.gov/archives/opa/pr/justice-department-sues-block-global-business-travel-groups-proposed-acquisition-cwt.

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Reproduced with permission from Centellic. This content was first published in Lexology: Merger Control. For further information, please visit this link.