M&A Outlook for the Americas — 2026 Edition

Latin Counsel is pleased to present its annual M&A 2026 – The Americas report, conceived as a regional outlook that brings together perspectives from the leading markets across the region and offers an integrated view of the transactional landscape in the current environment.

This edition is not merely a review of trends, but a forward-looking exercise: an analysis of how regulatory frameworks, financing conditions, sector dynamics and investor appetite are expected to evolve across jurisdictions. From the regional overview to the country-by-country assessments, the report seeks to anticipate the factors shaping the M&A agenda in 2026.

The broader Americas perspective is led by Paola Lozano, partner at Skadden, Arps, Slate, Meagher & Flom LLP (New York), who provides the cross-border strategic framework linking the United States and Latin America and contextualizes capital flows in an environment marked by increasing geopolitical and regulatory complexity.

Contributing firms include Bruchou & Funes de Rioja (Argentina), Mattos Filho (Brazil), BLP (Central America), Carey (Chile), Philippi Prietocarrizosa Ferrero DU & Uría (Colombia), Pérez Bustamante & Ponce (Ecuador), Pérez-Llorca (Spain), Galicia Abogados (Mexico), Berkemeyer (Paraguay), Rebaza, Alcázar & De Las Casas (Peru), Guzmán Ariza (Dominican Republic) and D’Empaire (Venezuela).

The result is a comparative assessment of the M&A landscape in 2026, identifying common patterns, structural differences and emerging opportunities. As every year, Latin Counsel aims to provide a reliable reference tool for investors, advisers and companies operating across the region who seek a clearer understanding of how transactions may evolve in each market and across the Americas as a whole.

THE AMERICAS (Regional Perspective) | SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP (NEW YORK) | Paola Lozano 

M&A across the Americas in 2026 has once again proven to be resilient and marked by deep contrasts along jurisdictions, sectors and market participants. Interest-rate stabilization has improved visibility across several markets, yet investors remain highly selective, pricing regulatory risk, political cycles and currency exposure with greater precision than in prior years. The United States continues to be the prevailing destination for Latin America–sourced capital seeking diversification from regional or emerging-market risk. At the same time, Latin America remains attractive to U.S.-based strategics and financial sponsors pursuing global expansion and margin opportunities. As a result, cross-border M&A between the U.S. and the region—both inbound and outbound—should remain active. However, the increasingly politicized environment around trade and foreign policy introduces friction. Public tensions between the Trump administration and leaders in Mexico, Brazil, Colombia and elsewhere, together with the possibility of tariff escalation or trade agreement renegotiation, may temper appetite in highly regulated or trade-dependent sectors. While the impactful events in Venezuela open a market lost to many for decades and may also encourage more market friendly behaviors in other governments around the region. Also, the U.S. administration’s stated intent to streamline regulatory review—particularly in antitrust and CFIUS processes—could accelerate execution timelines for deals requiring U.S. filings Energy and natural resources continue to anchor regional activity—from oil and gas in Argentina and Venezuela, to mining in Chile and Peru, renewables in Brazil and Chile, and agribusiness platforms in Paraguay and Ecuador. Infrastructure, logistics and digital infrastructure—often linked to nearshoring dynamics—remain core themes, particularly in Mexico, Central America and the Andean region. Technology is now structural rather than thematic. Fintech consolidation, payments infrastructure, cybersecurity and AI-enabled platforms are driving transactions across Brazil, Mexico, Colombia and Paraguay. Healthcare digitalization and specialized services continue to attract capital, while export-oriented and hard-currency-generating businesses command valuation premiums throughout the region. Private equity exits, venture capital portfolio rotations, and multinational carve-outs are expected to continue generating deal flow. Sovereign wealth funds, pension funds, multilatinas, cash-rich family offices and large local conglomerates remain active participants—deploying capital, diversifying risk, and monetizing legacy assets. The pipeline for transactions has strengthened, highly reliant on these immediately available liquidity Regulation is increasingly central to execution. Merger control regimes across the region are maturing, competition scrutiny is expanding into digital ecosystems, and ESG, compliance and data governance are embedded in valuation and diligence. Currency fluctuations and quality-of-earnings analysis remain focal points for buyers. Financing is evolving accordingly. Private credit is playing a larger role, particularly where traditional bank leverage is constrained. Earn-outs, price adjustments, preferred equity, mezzanine instruments and minority or staged investments have become standard tools to bridge valuation gaps and allocate risk in an environment still shaped by geopolitical and electoral uncertainty. In balance, while politicization of trade and regulatory oversight may create headwinds in certain corridors, ample capital with emerging-market risk appetite remains in play. For investors able to navigate regulatory complexity and macro volatility, 2026 continues to offer meaningful cross-border opportunity across the Americas. We have already seen healthier activity across the region compared to the same period last year and are confident that execution of these transactions will be smoother despite remaining macro challenges
We are pleased to count on a distinguished group of leading firms and practitioners who have contributed to this Latin Counsel M&A report, providing technical insight and direct knowledge of their respective markets.

Argentina: Estanislao Olmos – Bruchou & Funes de Rioja.
Brazil: Paula Vieira de Oliveira, Manoela Bruno Morales Naquis, Daniel Fermann – Mattos Filho.
Central America (regional perspective): Vivian Liberman – BLP.
Chile: Pablo Iacobelli, Sebastian Melero – Carey.
Colombia: Claudia Barrero – Philippi Prietocarrizosa Ferrero DU & Uría.
Dominican Republic: Fabio J. Guzmán Saladín, Lourdes Medina Romero – Guzmán Ariza.
Ecuador: Diego Pérez, Juan Manuel Marchán – Pérez Bustamante & Ponce.
Mexico: Manuel Galicia – Galicia Abogados.
Paraguay: Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer – Berkemeyer.
Peru: Alberto Rebaza, Rafael Lulli – Rebaza, Alcázar & De Las Casas.
Spain: Iván Delgado – Pérez-Llorca.
Venezuela: Fulvio Italiani – D’Empaire.

The participation of these firms and professionals, based on five common questions addressed to all jurisdictions, allows us to offer a comparative, technical and up-to-date view of the M&A market in each country and across the region as a whole:
 
1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
 
ARGENTINA | BRUCHOU & FUNES DE RIOJA | Estanislao Olmos  

 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Estanislao Olmos (Argentina): In Argentina, the Incentive Regime for Large Investments (Régimen de Incentivo para Grandes Inversiones, or "RIGI") will remain a cornerstone for strategic sector development throughout 2026, particularly in oil & gas, mining, energy, infrastructure, forestry, tourism, technology, and steel. Market participants continue to value the regime’s tax benefits, including reductions in the corporate income tax rate and dividend withholding, updates to tax loss carryforwards, and income tax exemptions on certain cross-border payments, as well as the stabilization of foreign-exchange regulations. Tax-free reorganizations used to establish SPVs for RIGI registration will remain a key structuring tool. 
As of January 2026, the Argentine government has approved 10 projects under the RIGI, with aggregate committed investment of approximately USD 25.5 billion. The regime is overwhelmingly concentrated in energy (oil, gas, LNG, and renewables) and mining (mainly lithium and emerging copper projects), which together account for virtually all approved investment, while infrastructure and industrial projects play a marginal role. In the broader pipeline (approved plus under evaluation), mining represents roughly two-thirds of projected investment and energy about one-third, underscoring RIGI’s extractive and export-oriented focus. 
Following the unprecedented investment surge in Argentina during 2025, we anticipate notable M&A activity, particularly asset acquisitions and joint ventures in oil & gas and mining. Particularly since during the last years, Argentina effectively addressed the long-standing evacuation bottleneck affecting Vaca Muerta’sproduction. This was achieved through the expansion of the Oldelval system (Duplicar Project) and Oil Tanking facilities, the commissioning of the Vaca MuertaNorte pipeline, the rehabilitation of the Trans-Andean Pipeline, and, most notably, the legal and financial close of the VMOS project—currently under construction—which consolidated the infrastructure required to sustain production growth and exports. VMOS is a consortium of the seven largest crude oil producers of Neuquén basin. 
Since late 2024 through early 2026, M&A activity in Vaca Muerta’s oil & gas sector was notably robust. Key transactions included Vista Energy’s approximately USD 1.5 billion acquisition of Petronas E&P Argentina’s stake in La Amarga Chica, the set-up of the VMOS and Southern Energy (LNG) consortiums, a strategic asset swap between YPF and Pluspetrol to realign upstream positions for the Argentina LNG project, as well as portfolio rebalancing transactions involving YPF and TotalEnergies, including YPF’s acquisition of TotalEnergies’ assets and YPF’s divestment of Manantiales to Rovella. These deals occurred against a backdrop of approximately 105 transactions worth over USD 7 billion nationally, with energy and natural resources leading market activity. 
The financial services sector continues to consolidate, with traditional banks increasingly pursuing technology and fintech solutions through acquisitions or joint ventures with technology-focused partners. We expect this trend to accelerate, with new players entering the fintech market and growing convergence between traditional banks and fintech companies—whether through banks launching digital products or fintechs seeking banking licenses. Also, as FX regulations continue to ease, some consolidation in the brokerage sector is expected. 
From a purely tax perspective, Argentina is continuing to enhance its international competitiveness and to pursue OECD accession. As of January 1, 2026, the Multilateral Instrument has taken effect, aligning 17 tax treaties with BEPS standards and tightening treaty-based planning. Buyers should anticipate heightened scrutiny of holding and financing structures and potential limitations on treaty relief. Negotiations for new double tax treaties with additional jurisdictions are also expected. In parallel, following a recent reform that raised thresholds for tax-evasion offenses and introduced limitations on Argentine provinces’ statutes of limitations, a tax bill scheduled for Congressional debate in February could reduce corporate income tax brackets and introduce income tax exemptions for certain real estate transactions and specified financial investments. 
To the extent that the federal government continues successfully addressing inflation and simplifying foreign-exchange regulations, M&A activity should continue growing across multiple sectors, including transactions involving foreign investors. Additionally, several publicly owned or operated businesses are in the pipeline for privatization, which is expected to be expedited during this year. Companies such as Transener and Aguas Argentinas, along with other infrastructure-related enterprises, are expected to be announced as privatization candidates shortly. 
Finally, during 2025, more domestic M&A transactions with cross-border elements incorporated representations and warranties insurance. Argentina appears poised to adopt this instrument with the same frequency seen in other Latin American jurisdictions. There are several challenges ahead in this regard, including regulatory issues. If the business community embraces this solution, local regulations and market participants will eventually adapt accordingly. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Estanislao Olmos (Argentina): With the antitrust authority now formally appointed, Argentina will transition to a pre-merger control system by November 2026. This shift will significantly impact M&A practice, as local practitioners have operated under a post-closing regime for decades. 
We anticipate significant debate regarding hell-or-high-water provisions-which under the prior regime appeared justified in most cases-as well as interim operating covenants. These discussions will bring Argentine practice more in line with international approaches to pre-merger review and waiting periods.  
The authority will face challenges in expediting review processes and managing the system efficiently-particularly for global transactions-without imposing unnecessary delays on deals with minimal competitive impact. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Estanislao Olmos (Argentina): Following years of economic volatility, valuations in Argentina continue to incorporate country risk premiums in addition to interest rates and other standard valuation factors. Encouragingly, the current federal government is expected to continue managing its public debt while reducing inflation, country risk, and concerns regarding unexpected peso devaluation. 
As 2026 is not an electoral year, the government will likely be able to focus on these objectives and advance its reform agenda, further liberalizing the private sector from burdensome regulations-including through major labor and tax reforms. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Estanislao Olmos (Argentina): We do not anticipate significant AI-driven standardization in Argentina during 2026. That said, the use of AI tools for due diligence and contract review continues to accelerate, achieving greater efficiency in mechanical and process-driven tasks. Convergence toward standardized deal terms remains a longer-term prospect. 
Moreover, Argentina lacks statistics on common terms in private M&A, and public transactions are relatively limited-unlike in developed markets such as the United States, where the ABA publishes annual reports on deal terms. This data gap will likely delay convergence in the near term. 
In jurisdictions such as Argentina, however, the bespoke element of transaction structuring remains critical. Deals involving Argentine assets continue to be heavily influenced by existing foreign exchange controls and regulatory uncertainty. Financing structures must be carefully tailored to remain resilient under multiple future scenarios-whether capital controls are relaxed or, conversely, reinforced in the near future. 
As a result, while AI-driven standardization may increasingly help optimize procedures, it will not replace the need for bespoke legal and financial structuring in complex regulatory environments. Instead, AI will serve as an enabler, allowing legal teams to devote greater time and expertise to high-value, jurisdiction-specific problem-solving-work that remains central to cross-border M&A in emerging markets. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Estanislao Olmos (Argentina): Earn-outs are frequently used in local M&A transactions involving entrepreneur-owner-managed businesses, and not solely to bridge valuation gaps-they often serve as retention tools as well. Private credit is less common in the market and, where it does occur, is not always visible to sellers-typically treated as a financing matter handled internally by the buyer. 
We do not anticipate significant changes in the use of either instrument in 2026. 
 
BRASIL | MATTOS FILHO | Paula Vieira de Oliveira | Manoela Bruno Morales Naquis | Daniel Fermann 

 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Paula Vieira, Manoela Bruno, Daniel Fermann (Brazil): In Brazil, the M&A landscape in 2026 is expected to be shaped by a combination of increased investor selectivity and a continued search for resilient industries and assets, particularly in light of macroeconomic challenges at both the domestic and international levels. The market is expected to privilege well-grounded transactions with a clear strategic rationale. 
At the same time, shifts in global market dynamics, less predictability in the U.S., periods of U.S. interest-rate stabilization, a stronger Brazilian real, seem to be favoring Brazil’s capital markets, with a stronger capital inflow in the early days of 2026, despite high domestic interest rates. This can help deepen local markets and support better-capitalized companies, contributing to stronger M&A pipelines over time. 
From a sectoral perspective, certain industries are likely to continue standing out for their resilience. Energy and natural resources are expected to remain at the forefront, not only due to the structural relevance of these assets to the Brazilian economy, but also because of the sustained appetite of both strategic and financial investors. Along the same lines, the technology sector continues to be an important driver of M&A activity, particularly in areas related to software, digital services, and solutions based on data analytics and automation technologies, which have gained scale and relevance in recent years. Infrastructure, logistics, and financial services are also expected to maintain consistent levels of activity, driven by consolidation trends, digitalization, and the ongoing need for long-term investment. In addition, agribusiness remains a resilient and attractive sector for M&A, with particular interest from well-capitalized groups seeking strategic assets, including companies located outside Brazil’s major economic centers. In any event, domestic and international political and economic factors are likely to impact M&A dynamics, directly or indirectly. On the domestic front, the election year in Brazil tends to increase volatility and risk perception, influencing the cost of capital, transaction timing, and investor appetite, as market participants traditionally adopt a more cautious stance until there is greater clarity regarding the political landscape. In parallel, institutional and regulatory predictability will continue to be a key factor in attracting medium and long-term investment.
From a regional standpoint, political instability in parts of Latin America adds a relevant geopolitical component, which may affect risk perception across the region and, consequently, capital flows and cross-border transactions.
At the global level, monetary policy movements in major economies and international liquidity conditions are also expected to continue influencing the Brazilian market.

Despite these challenges, optimism is likely to prevail. In a context of heightened global uncertainty and ongoing challenges in the capital market, particularly for IPO activity, M&A transactions continue to be viewed as a relevant tool for financial strengthening, strategic repositioning, and market consolidation. In addition, the consistent deal flow observed in 2025 is expected to create a carry-over effect into 2026.
The outlook points to increasingly complementary transactions, structured with a focus on strategic synergies and value creation over the medium to long-term. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Paula Vieira, Manoela Bruno, Daniel Fermann (Brazil): The selective reduction of U.S. tariffs on certain Brazilian agricultural and other products, together with the signing of the EU–Mercosur Free Trade Agreement (subject to ratification and implementation), is expected to support cross-border M&A activity in export-oriented industries. Sectors such as agribusiness and agrotech, which rely heavily on international trade, might become prime targets for strategic buyers and private equity funds seeking to capitalize on improved market access and the potential reduction of trade barriers. These developments enhance the attractiveness of Brazilian companies with strong export capabilities, as global players look to consolidate supply chains and secure competitive advantages in agricultural technology and food production. 
At the same time, recent changes in Brazilian tax regulations, particularly the introduction of taxation on dividends and profit remittances to foreign investors, are likely to reshape deal structures. Foreign investors will increasingly seek transaction models that optimize tax efficiency. These adjustments may influence negotiations around pricing, earn-outs, and capital allocation, as buyers aim to balance regulatory compliance with profitability in a more complex fiscal environment. 
In parallel, competition authorities in Brazil have continued to apply heightened scrutiny to transactions in concentrated markets and in sectors involving technology, data, or strategic assets. This trend may result in longer review timelines and a greater likelihood of conditional approvals or remedies, requiring parties to address regulatory risk earlier in the transaction process. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Paula Vieira, Manoela Bruno, Daniel Fermann (Brazil): Considering the economic conditions projected for 2026, company valuations are expected to be influenced by a broader set of factors extending beyond traditional financial metrics, reflecting an environment of heightened and more granular risk assessment. Interest rate dynamics remain a central element in this context, as greater predictability helps reduce volatility in valuation models and enables more efficient financing structures. As a result, the cost of capital will continue to be one of the key drivers of asset pricing. 
In addition, companies’ ability to demonstrate recurring cash generation, operational efficiency, and resilience to adverse economic cycles is expected to carry even greater weight in valuation processes. In a more disciplined environment, businesses with sustainable margins and lower exposure to macroeconomic or sector-specific risks tend to command higher valuations. 
Another factor that is playing an increasingly important role is the ESG agenda. The level of adherence to environmental, social, and governance standards already has a direct impact on valuation, either as a value-enhancing factor when such practices are well embedded in the company’s business strategy, or as a discount factor when weaknesses, inconsistencies, or material non-compliance risks are identified. In certain sectors, these considerations are no longer peripheral and can directly affect transaction viability. 
Finally, regulatory predictability, the quality of corporate governance, and the maturity of internal controls continue to have a significant influence on investors’ risk perception and, consequently, on valuation. Looking ahead to 2026, the trend points to increasingly integrated valuation approaches, in which financial, operational, and legal factors combine to determine company value and the feasibility of M&A transactions. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Paula Vieira, Manoela Bruno, Daniel Fermann (Brazil): The growing standardization of artificial intelligence (AI) and digital transformation is reshaping M&A strategies in Brazil and across Latin America. The progress of the Law Project No. 2338/2023, which sets guidelines for responsible AI use, combined with the enforcement of Brazil’s General Data Protection Law (LGPD) by the National Data Protection Authority (ANPD), creates a more predictable regulatory environment. Companies adopting international frameworks and certifications such as ISO and demonstrating robust governance tend to be more highly valued, as they reduce legal and reputational risks.
This trend aligns the Brazilian market with global practices, where technological compliance is already a key factor in asset pricing. 
For example, in the Brazilian healthcare sector, we are seeing more transactions focused on companies which have business related to digital platforms and telemedicine solutions. On these transactions, because of the integration of AI in diagnostics and hospital management, legal due diligence tends to be more complex, requiring a review not only of the rights of the sellers regarding intellectual property but also regulatory compliance. Investors and hospital groups prioritize targets with interoperable infrastructure and algorithmic governance mechanisms, mitigating risks of civil and administrative liability. 
On the other end, the finance and technology sector, consolidation is guided by regulated innovation. The evolution of Open Finance, PIX, and the growing automation of banking processes increase the importance of secure APIs and auditable AI models. In technology, the race for assets capable of scaling AI solutions - especially in security, authentication, and optimization - intensifies competition.  
For lawyers and business leaders, this means structuring transactions with contractual safeguards addressing regulatory compliance, intellectual property, and cybersecurity risk mitigation. In short, AI standardization is not merely a technical matter - it is a legal and strategic driver that will shape corporate transactions across the region. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Paula Vieira, Manoela Bruno, Daniel Fermann (Brazil): In Brazilian 2026 M&A market, financing options and deal structures are expected to continue evolving in response to a more selective credit environment and persistent valuation uncertainty.
While traditional bank financing remains an important pillar, alternative sources of capital, particularly private credit, are likely to play a more prominent role in certain transactions, especially where flexibility and speed of execution are key considerations.

Private credit providers have increasingly positioned themselves as complementary financing partners, offering structures that can be adapted to the risk profile and cash-flow dynamics of each deal. Rather than replacing bank lending altogether, these solutions tend to coexist with more traditional instruments, contributing to a broader mix of financing alternatives available to sponsors and strategic buyers.

In sectors where future performance and intangible assets drive pricing, earn-outs enable buyers to defer part of the consideration and align incentives with sellers. While earn-outs are not new, their prevalence in Brazil is expected to rise as investors seek to balance aggressive growth assumptions with disciplined capital deployment, particularly in transactions backed by private equity or strategic consolidators. 
The combination of private credit and performance-based pricing already reflects a broader trend toward sophisticated, risk-adjusted deal structures in Brazil. 
 
CENTRAL AMERICA | BLP | Vivian Liberman 
 
 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 


Vivian Liberman (Central America): In 2026, M&A activity in Central America is expected to continue concentrating on "resilient" industries for three main reasons: (i) the continuation of nearshoring and the partial relocation of supply chains, (ii) sustained demand for infrastructure, logistics, and export-support services, and (iii) digital transformation (fintech, cybersecurity, automation) as a cross-cutting priority across sectors. From an industry perspective, the most defensive segments are likely to include export-oriented B2B services, technology and technology-enabled services, energy and efficiency-related businesses, and certain niches within the healthcare sector (specialized providers, platforms, and services). 
Geographically, activity is likely to be structured around investment "corridors": transactions involving the United States (supported by CAFTA-DR and integrated supply chains), regional capital from Central American business groups, and—depending on the sector—European and Asian investors. Operational hubs such as Costa Rica and Panama are expected to continue playing a central role, with spillover activity into CA-North jurisdictions. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Vivian Liberman (Central America): In 2026, commercial and regulatory considerations are likely to weigh more heavily on M&A transactions than in 2025. Two practical effects stand out. 
First, trade tariffs and related commercial measures increase the importance of "origin engineering" (rules of origin, traceability, certifications, and supply-chain compliance), encouraging buyers to favor already compliant assets—such as established manufacturing platforms or operators with mature compliance frameworks—rather than greenfield investments. In Nicaragua, for example, U.S. regulatory signals under Section 301 introduce an additional layer of commercial risk that directly affects due diligence, valuation, and deal structuring (including conditions precedent, MAC clauses, and price adjustments). 
Second, in the area of competition and merger control, there is a clear regional trend toward greater formalization and sophistication. Guatemala, following the adoption of recent regulations, is moving toward a fully operational merger control regime within the 2025–2026 timeframe. This adds timing considerations and execution risk—such as filings, potential remedies, and regulatory calendars—to regional transactions that were previously more straightforward in terms of closing. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Vivian Liberman (Central America): In 2026, valuations in Central America are expected to be driven primarily by the following factors: 
Cost of capital and interest rates: beyond simple rate increases or decreases, market expectations regarding stability versus volatility will be critical, influencing valuation multiples, discount rates, and appetite for leverage. In Costa Rica, the inflation-targeting framework and the tone of monetary policy (TPM) serve as key anchors for expectations in 2026–2027. 
Earnings quality and revenue resilience: including export-oriented service revenues, long-term contracts, client and currency diversification, and the ability to pass through costs. 
Country, regulatory, and political risk: reflected in risk premiums associated with regulatory uncertainty, fiscal policy, and public security. 
ESG as value protection: in many transactions, ESG considerations have moved beyond narrative positioning and now function as a risk filter (environmental, labor, compliance, and supply-chain issues). In sensitive sectors such as energy, natural resources, infrastructure, and healthcare, a strong ESG profile tends to reduce contingencies and diligence "surprises," and may translate into improved access to financing and more favorable pricing. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Vivian Liberman (Central America): By 2026, artificial intelligence will no longer be viewed solely as innovation but rather as a baseline capability. This is expected to drive M&A activity through four main channels: 
Buy versus build decisions: acquiring talent, data, platforms, and intellectual property to accelerate adoption. 
Deeper data and cybersecurity due diligence: AI increases both the value and the risk associated with data assets; cybersecurity, data governance, and privacy considerations will carry greater weight in pricing and indemnification regimes. 
Post-merger integration: without effective technological integration (ERP systems, data architectures, analytics), expected synergies are unlikely to materialize; buyers increasingly pay for "integrability." 
Sector-specific dynamics: 
Healthcare: acquisitions aimed at digital capabilities such as telemedicine, clinical analytics, and administrative automation. 
Finance: banks and insurers acquiring fintech companies or specific capabilities (digital onboarding, scoring models, fraud prevention, and payments). 
Technology: consolidation to achieve regional scale, strengthen cybersecurity, and expand automation capabilities. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Vivian Liberman (Central America): Looking ahead to 2026, several trends are likely to shape financing and deal structuring: 
An expanded role for private credit (funds, direct lending, and hybrid structures), particularly in the mid-market, where traditional bank financing may be more selective or subject to tighter covenants. 
Greater use of valuation-bridging mechanisms: earn-outs are expected to continue gaining prominence—especially in technology and services transactions—to align growth expectations and mitigate macroeconomic and political uncertainty. Other commonly used tools include price adjustments, vendor notes, equity rollovers, and more targeted conditions precedent. 
Increased focus on execution risk: as merger control filings become more common and trade uncertainty persists, transactions are more frequently structured with (i) longer timelines and carefully negotiated long-stop dates, (ii) reverse break fees, and (iii) more detailed interim operating covenants. 
 
Additional Commentary 
Costa Rica: the national elections scheduled for February 1, 2026 are likely to introduce a temporary "wait-and-see" approach in certain regulated sectors (energy, infrastructure, healthcare, concessions, and permit-dependent projects) and may reshape legislative priorities (taxation, security, competition, public employment). In M&A, this typically affects timing (delayed closings) and deal structures (earn-outs, MAC clauses, and price adjustments) rather than causing a complete halt in activity. 
Honduras: the general elections held on November 30, 2025 and the subsequent political transition may influence 2026 through perceptions of institutional stability, legal certainty, and economic policy direction, affecting country risk premiums and investor appetite. 
Nicaragua: political and institutional factors, together with the commercial and regulatory relationship with the United States, add an additional layer of risk for transactions exposed to U.S.-bound exports or related supply chains, raising diligence standards and increasing contractual complexity. 
 
CHILE | CAREY | Pablo Iacobelli | Sebastián Melero 
 
 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Pablo Iacobelli, Sebastián Melero (Chile): We expect a positive M&A pipeline in Chile during 2026, supported by greater clarity around the incoming government’s agenda and the country’s strong institutions and open, trade-oriented economy. Activity should be led by resilient sectors such as mining, including critical minerals, particularly lithium, renewable energy and storage, core infrastructure and digital infrastructure, particularly data centers and fibre assets. As valuation expectations continue to adjust and financing conditions stabilize, deferred transactions are likely to re-enter the market. From a geographic perspective, Chile should continue to anchor Andean deal flow, with sustained cross-border participation from North American and European investors, alongside growing interest from Asia and the Middle East, particularly in energy and infrastructure. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Pablo Iacobelli, Sebastián Melero (Chile): While global trade dynamics and renewed tariff-related measures in certain jurisdictions may continue to generate uncertainty, we do not expect them to materially affect cross-border M&A activity in Chile during 2026. Chile’s extensive network of free trade agreements and its long-standing commitment to an open, rules-based trade regime continue to provide a stable framework for foreign investment. 
From a regulatory perspective, Chile’s merger control system remains predictable and well understood by international investors, even as scrutiny by the Competition Authority has increased in strategic or concentrated sectors. A key development for 2026 is the recent reform of Chile’s sectoral permitting regime, which is expected to significantly streamline and accelerate project approvals through digitalization, parallel processing and risk-based authorizations, without lowering regulatory standards. This reform should have a positive impact on transaction timelines and bankability, particularly in energy, infrastructure and natural resources deals. ESG considerations, expanded compliance obligations under the Economic Crimes Law, and heightened focus on data protection and cybersecurity aligned with GDPR-inspired standards also continue to shape M&A processes. Overall, this evolving regulatory framework supports deal certainty rather than constrains cross-border M&A activity. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Pablo Iacobelli, Sebastián Melero (Chile): We expect valuations in Chile to be supported by a more stable macroeconomic backdrop in 2026, with interest rates normalizing and inflation expectations remaining anchored. As the cost of capital stabilizes, bid–ask spreads should continue to narrow, particularly in sectors with resilient and predictable cash flows. 
Currency dynamics will remain an important factor, as a weaker or volatile peso continues to attract foreign investors and influence pricing in local terms. In addition, buyers are likely to place greater emphasis on earnings quality and cash-flow durability, with valuation premiums for assets supported by long-term contracts, regulatory stability or infrastructure-like characteristics, particularly in mining-related activities, energy and core infrastructure. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Pablo Iacobelli, Sebastián Melero (Chile): In 2026, digital transformation and the increasing standardization of AI are expected to continue playing a significant role in shaping M&A activity in Chile, building on trends observed in recent years. Investment in digital infrastructure, particularly data centers, should continue to grow, both through greenfield projects and M&A transactions, as demand for AI-related services and data storage expands, supported by heightened focus on cybersecurity and data protection. 
In parallel, we anticipate sustained M&A interest in software and technology platforms that enable automation, process digitization and operational efficiencies, particularly in financial services and enterprise solutions. In healthcare, digitalization and technology-enabled services related to care and treatment for the elderly should continue to attract investment, driven by demographic trends and the need to improve efficiency, capacity and data security. Overall, these dynamics are expected to continue supporting M&A strategies focused on scale, efficiency and long-term growth. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Pablo Iacobelli, Sebastián Melero (Chile): In 2026, we expect a more accommodating but still selective financing environment in Chile, supported by stabilizing interest rates and improved macroeconomic visibility. Bank financing should remain available for high-quality assets with predictable or infrastructure-like cash flows, while private credit is expected to continue expanding its role, offering flexible structures and greater certainty of execution, particularly in leveraged or time-sensitive transactions. 
In parallel, we anticipate selective reactivation of debt capital markets, including green and sustainability-linked financings in sectors such as energy, digital infrastructure and concessions, while equity capital markets are likely to remain subdued. From a structuring perspective, earn-outs and other forms of contingent or deferred consideration should continue to be used to bridge valuation gaps, especially in technology, healthcare and growth-oriented businesses. Overall, deeper private credit markets and pragmatic deal structures should help support M&A activity through 2026. 
 
COLOMBIA | PHILIPPI PRIETOCARRIZOSA FERRERO DU & URÍA | Claudia Barrero 
 
 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Claudia Barrero (Colombia): The year 2026 will not be an ordinary year in Colombia. It will be an election year in a context of high polarization, pointing to a closely contested race with open-ended results, alongside a challenging macroeconomic environment. The country is facing a significant fiscal deficit that shows no signs of narrowing during the remainder of the current administration. On the contrary, the measures adopted to address the fiscal deficit have consisted of issuing public debt securities at high interest rates, which will leave the country with substantial payment obligations in the coming years. 
This scenario is compounded by the downgrade of Colombia’s sovereign credit rating from BB+ to BB with a stable outlook, as well as by the decertification in the fight against drug trafficking, which has resulted in a reduction of economic support from the United States to Colombia in counternarcotics efforts. In addition to the foregoing, and as a result of the measures adopted by the government to address the growing fiscal deficit, an escalation in inflation is expected. Inflation closed 2025 at 5.10%, and although it has been kept below double digits, it has not reached the Central Bank’s target of 3%, which has prevented—and will continue to prevent—a reduction in interest rates, currently standing at 9.25%. 
Finally, the country has reduced its hydrocarbon production, resulting in a significant decline in revenues from these sources. We are coming off a year marked by clear ideological confrontation between the President of Colombia and the President of the United States, our main trading partner, which has led to threats of higher tariffs on Colombian products entering the United States. In addition, the Colombian peso has appreciated significantly against the U.S. dollar, exceeding experts’ prior projections. 
Against this backdrop, the market demonstrated resilience in 2025: although the total value and number of M&A transactions did not increase compared to the previous year, neither did they experience a significant decline, remaining relatively stable. 
Colombia, for its part, has remained among the top four destinations for foreign investment in the region (primarily from the United States, Canada, and Spain), after Brazil, Mexico, and Chile, with the exception of 2023, when Argentina took Colombia’s place. This pattern confirms that the market has absorbed the particular conditions of our economy and that strategic transactions involving portfolios of high-quality assets have driven M&A activity. 
Experience from recent election years (2014, 2018, and 2022) indicates that, while the number of transactions tends to increase compared to the prior year, the total value of transactions typically moderates. It is therefore reasonable to expect similar behavior in 2026: transaction volume is likely to increase or remain stable (288 transactions in 2025), while total deal value may decline somewhat. It is also reasonable to expect a very slow first half of the year, with greater political visibility emerging around May, and a concentration of closings in the second half of the year. Colombia will continue to be a buyer’s market, with legal and financial structures designed to provide certainty and security to buyers, and we will most likely see increased private financing, robust indemnity packages, and somewhat longer closing timelines, at least during the first half of the year. 
From a sectoral perspective, we anticipate increased activity in technology services and software, financial services, renewable energy, and digital infrastructure. Depending on the electoral outcome, the hydrocarbons, infrastructure, retail, and healthcare sectors may also reactivate. 
That said, regulatory uncertainty and local political instability inherent in an election year, combined with growing geopolitical tensions and negotiations with the Venezuelan regime, could affect M&A activity across the region and particularly in Colombia. Should an orderly transition occur in Venezuela and its economy reactivate, a significant upswing in the sector is plausible, in which Colombian companies should play a leading role. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Claudia Barrero (Colombia): Heightened scrutiny by competition authorities will continue to be a determining factor for investors when structuring M&A transactions. In Colombia, this is particularly relevant due to the review timelines currently applied by the competition authority, which tend to extend closing periods. This environment—predictable and manageable with rigorous planning—requires more robust upfront preparation and demands more precise clauses addressing regulatory risk allocation and long-stop dates for closing. 
In addition, regulatory risk will remain a key element of the M&A market in 2026, particularly in sectors subject to strong state intervention, such as energy, healthcare, financial services, and infrastructure. 
In any event, activity may be encouraged or discouraged—depending on the measures adopted—following the installation of the new government in the second half of the year. 
The potential imposition of new and higher tariffs on Colombian products would undoubtedly affect bilateral trade with the United States, impacting agricultural sectors (particularly fruits, flowers, and coffee) as well as the manufacturing sector. To date, no new tariffs have been imposed on Colombian products. However, the reaction to this possibility has been to seek new markets for such products. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Claudia Barrero (Colombia): In Colombia, the main factors influencing company valuations will be the already forecast rebound in inflation and interest rates, the increase in the minimum wage far above reasonable projections, higher tax rates for certain sectors (such as hydrocarbons, financial services, and gaming), the appreciation of the Colombian peso against the U.S. dollar, and—as in the prior year—regulatory uncertainty in key sectors such as energy and healthcare. 
Likewise, volatility is expected in the Colombian peso–U.S. dollar exchange rate, making it advisable to implement hedging strategies to efficiently manage this risk and protect returns in financial models. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Claudia Barrero (Colombia): AI standardization and digital transformation will continue to drive M&A strategies in 2026. While these factors have not yet been fully determinative of M&A strategy across all industries, their influence continues to grow steadily in sectors such as healthcare and finance. In the technology and financial sectors, they already operate as true decisive factors. 
Until recently, the lack of AI standardization and the early stage of digital transformation in certain sectors were perceived more as an opportunity than as a condition. Today, however, these factors have become determinative variables guiding the acquisition decisions of sophisticated investors, as many companies are turning to M&A transactions to achieve the necessary implementation of AI tools and digital transformation, thereby maintaining competitiveness in a rapidly evolving economic environment. 
As noted, technology has acquired cross-cutting relevance across virtually all sectors, to the point that Fintech, Proptech, and Healthtech have been among the most dynamic sectors in recent years. Companies that have not initiated digital transformation processes will lose opportunities and face downward valuation pressure. Digital transformation has ceased to be a luxury and has become a necessity; in the financial and healthcare sectors, it is essential and makes a decisive difference in valuation. It is no coincidence that Latin American unicorns are companies in which technology forms the foundation of the business model. 
Additionally, Colombia is consolidating a digital transformation agenda under which companies seek to prioritize the acquisition of technological capabilities to close operational gaps, serve as a driver of scalability, and accelerate new revenue streams. 
With respect to the use of generative AI, it is clear that it will continue to position itself as a fundamental value proposition in the structuring and execution of M&A transactions, by enhancing search processes, conducting due diligence, drafting contracts (or at least contractual clauses), accelerating transaction planning, and reducing integration frictions by enabling the realization of synergies—all with the ultimate objective of building companies with higher valuations. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Claudia Barrero (Colombia): From a financing perspective, we expect 2026 to present greater challenges in accessing traditional corporate credit, particularly due to high interest rates, local regulatory uncertainty, and financial risks derived from macroeconomic volatility. Although private credit in Colombia has not yet reached the prominence anticipated and traditional banking continues to hold more than 70% of the market, we believe it will consolidate as a relevant alternative to traditional funding, as it can offer more flexible, tailored structures backed by real collateral. 
Notwithstanding the foregoing, strategic investment will always play a leading role, as it tends to have a higher risk appetite based on a deeper understanding of the market and its risks. These strategic players may also have better access to private credit. 
As for deal structures, looking ahead to 2026 we expect increased use of contingent payment mechanisms (earn-outs), which are already well established as a fundamental tool to enhance valuations of companies and assets, particularly in sectors with high exposure to regulatory risk and uncertainty. By tying a significant portion of the consideration to the performance of the acquired company or asset over a defined period, these mechanisms have proven effective in narrowing valuation gaps and mitigating the risk of overpayment. 
 
DOMINICAN REPUBLIC | GUZMÁN ARIZA | Fabio J. Guzmán Saladín | Lourdes Medina Romero 

 

1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Fabio Guzmán Saladín, Lourdes Medina (Dominican Republic): The Dominican Republic enters 2026 with a macroeconomic backdrop that remains closely tied to global economic conditions. At the local level, financial policy continues to focus on liquidity and market mobilization. Notwithstanding this external dependence, the Dominican Republic remains an attractive investment destination in the region due to its stable economy, investor-friendly environment, and positive growth outlook. The IMF expects growth to accelerate to around 4.5% in 2026, with inflation remaining broadly aligned with the Central Bank’s target range (around 4%). 
Against this baseline, the key question for dealmakers in 2026 will likely not be whether capital will be deployed in the Dominican market, but rather how buyers will price and allocate risk—particularly in light of a shifting regulatory landscape (most notably in criminal law) and an increasing emphasis on compliance. 
In 2026, Dominican deal activity should continue to gravitate toward sectors that combine hard-currency earning capacity, proximity to infrastructure, and scalable business models. In practice, this means the country’s most resilient engines remain the most relevant for M&A: free zones (both manufacturing and services), logistics and transportation, tourism, energy, and mining. 
Two trends stand out. First, investors will continue to show a clear preference for businesses with USD-linked or FX-generating revenues, whether through tourism receipts, export activity, cross-border logistics, or structured energy offtake arrangements. 
Second, deal concentration will continue to follow the Dominican Republic’s key economic corridors: Greater Santo Domingo (as the center of corporate activity and regulated industries), the Eastern tourism corridor, and the logistics nodes surrounding ports, airports, and distribution infrastructure. These dynamics align with the IDB’s 2025–2028 Country Strategy, which emphasizes enabling infrastructure, resilience, and institutional modernization—drivers that often translate into consolidation and platform investments, particularly in sectors such as transport, logistics, and utilities. 
In the northern region, it is also worth highlighting that the "Autopista del Ámbar" project is currently undergoing a formal procurement process, and it may become a meaningful medium-term catalyst for further investment. The project is expected to strengthen connectivity between Santiago’s Circunvalación Norte and Puerto Plata, with a direct impact on travel times and logistics efficiency. While its full economic impact may not be reflected in 2026 figures, the bid process itself is an important signal, and Puerto Plata is likely to attract increased investor interest—particularly in tourism, logistics, and service platforms as connectivity improves. 
In parallel, the southern region of the country is emerging as a longer-term investment focus, driven by the development of Fideicomiso Pro-Pedernales, a public-private partnership led by the Dominican State with the participation of Grupo Punta Cana, Investment Fund Manager Reservas, and Investment Fund Manager Popular. This initiative, which has been advancing steadily over the past several years, is aimed at developing Pedernales as a new, sustainable tourism destination. While the project is still in a consolidation phase, its institutional structure, state backing, and participation of experienced private actors are increasingly positioning Pedernales as an emerging pole for foreign investment. As infrastructure and hospitality assets come online, this region may begin to feature more prominently in M&A activity beyond 2026, particularly in tourism, energy, logistics support, and related services. 
Lastly, —a less headline-grabbing but increasingly decisive—is the growing role of compliance as a value driver. In 2026, Dominican businesses will be operating in the shadow of major criminal law reforms (discussed below), and this shift is likely to affect not only risk allocation in SPAs, but also the overall "bankability" of targets during the diligence process. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Fabio Guzmán Saladín, Lourdes Medina (Dominican Republic): The Dominican Republic has continued to strengthen relationships with its closest partners, reinforcing longstanding alliances—particularly with the United States, Panama, and other countries in the region. While international trade is currently facing unexpected shifts and last-minute policy decisions, the Dominican Republic has so far been excluded from the application of new trade tariffs or other measures that could trigger additional duties in its key export markets, particularly Haiti, the United States, and Europe. 
That said, further unexpected trade policy shifts in 2026 could influence cross-border M&A activity in the Dominican Republic, less by stopping transactions altogether and more by reshaping how deals are structured and priced. Buyers will increasingly insist on tariff-sensitivity analyses by product line and end market, including deeper diligence on customs exposure, supply chain flexibility, and mitigation strategies. 
Practically speaking, tariff uncertainty will likely push investors toward acquisitions that offer operational optionality—such as platforms in logistics, distribution, or contract manufacturing that can support the reconfiguration of supply chains, rather than businesses dependent on a single trade corridor. 
On the antitrust side, the Dominican Republic continues to show policy momentum toward the adoption of a more formal merger control regime. ProCompetencia has repeatedly emphasized the need to modernize Law 42-08 to incorporate control of economic concentration, and international peer reviews have also recognized that Dominican competition law lacks economy-wide merger control tools. 
Even if formal reform is not enacted during 2026, sophisticated buyers are already behaving as if this risk is real: conducting market definition work earlier, anticipating potential remedies, and building more robust long-stop dates and conditions precedent into cross-border transactions. 
Perhaps the most significant regulatory development heading into 2026, however, is not competition law—it is criminal law. In August 2025, the Dominican Republic enacted Law 74-25 (new Criminal Code), replacing a framework that had been in place for approximately 141 years, with the new regime scheduled to enter into force in August 2026. 
This shift is particularly relevant for M&A because Law 74-25 introduces criminal liability for legal entities, representing a significant departure from the prior regime. This change is expressly reflected in the statute and has been widely covered in Dominican media. 
For cross-border investors, this means compliance diligence will become more demanding and consequential—particularly in sectors with heightened exposure to licensing, customs, procurement, and environmental permitting. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Fabio Guzmán Saladín, Lourdes Medina (Dominican Republic): Given the 2026 baseline of steady growth and contained inflation, valuations in the Dominican Republic are likely to be driven less by macro headlines and more by cash-flow quality and risk pricing. 
Both interest rate stabilization and ESG compliance are expected to play a meaningful role. Targets with strong FX resilience—especially those with USD-linked revenue streams—should remain more attractive, both from a pricing and financing perspective. At the same time, the new criminal regime is expected to increase the relevance of governance and compliance in valuation, as it expands exposure for legal entities. In this context, stronger compliance systems are likely to support valuation, while weak internal controls may drive valuation discounts and heavier risk allocation. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Fabio Guzmán Saladín, Lourdes Medina (Dominican Republic): In 2026, AI and digital transformation will continue to influence M&A strategy in the Dominican Republic, although not necessarily through large-scale "tech revolutions." Instead, the market is moving toward practical standardization: acquisitions and partnerships aimed at improving controls, reducing operational leakage, and making businesses more scalable and auditable—particularly in sectors where margins are under pressure or regulatory scrutiny is increasing. 
An important additional dynamic is the impact of AI on labor-intensive service models, such as call centers and certain BPO-type operations. As AI tools increasingly automate customer service, back-office processing, and routine interactions, companies that traditionally relied on large workforces may face margin pressure and lower growth expectations. This could translate into downward valuation adjustments for some of these businesses and may also prompt portfolio reshuffling or divestments, particularly by groups seeking to reduce exposure to activities that could be structurally disrupted by automation. 
In healthcare, while the sector is often viewed globally as ripe for digital transformation, the Dominican context is more constrained. From both a public and operational perspective, the sector is experiencing financial pressure and structural inefficiencies, making large, capital-intensive digital overhauls unlikely in the near term. As a result, AI-driven M&A in healthcare is more likely to focus on auditability and compliance controls—such as claims verification, billing integrity tools, fraud detection, and automated reporting—rather than broad patient-facing innovation. 
In contrast, the financial sector is where AI may move from incremental efficiency to a more active growth enabler. If reforms aimed at modernizing the payment system and strengthening interconnection and interoperability among banks advance, this could lower entry barriers and create room for fintechs and payment start-ups. In that environment, M&A strategies may increasingly target platforms offering scalable digital onboarding, fraud monitoring, credit analytics, and payments infrastructure, whether through full acquisitions or minority strategic investments. 
In technology, development will likely remain tied to the Dominican Republic’s most resilient and scalable industries—tourism, free zones, logistics/transportation, and energy-related services. Rather than pure tech acquisitions, the prevailing trend will be tech-enabled consolidation, with companies acquiring software and service capabilities that enhance operational efficiency, customer experience, and supply chain transparency. 
Finally, AI will continue to play a growing role within the M&A process itself. Tools that accelerate document review, contract abstraction, and red-flag identification are already reducing time and costs during diligence—particularly in transactions involving large corporate groups or fragmented documentation. 
That said, while AI can streamline execution, strategy and risk judgment will remain heavily dependent on local advisors. This is particularly relevant in the Dominican Republic, where outcomes often turn on evolving administrative criteria, policy shifts, and changing interpretations by authorities such as the tax administration. AI may make diligence faster, but it will not replace local expertise in pricing, structuring, and regulatory risk allocation. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Fabio Guzmán Saladín, Lourdes Medina (Dominican Republic): In 2026, financing conditions and deal structuring in the Dominican Republic are likely to become more flexible, but they will remain structurally tied to external liquidity and global pricing trends. In practice, the Dominican acquisition finance market continues to depend almost entirely on offshore capital, as local banks generally do not participate in acquisition financing structures of this nature. As a result, transaction financing is largely driven by international market conditions and the policy environment in the jurisdictions where funds originate. 
Private credit is therefore expected to play an increasingly visible role, particularly in mid-market transactions, platform acquisitions, and sponsor-backed deals. However, pricing and availability will remain heavily dependent on conditions in key capital-exporting jurisdictions such as the United States, Panama, and the European Union. This includes not only interest rate dynamics, but also global risk appetite, regulatory expectations, and compliance requirements imposed by foreign lenders. 
Given the limited participation of local banks in acquisition finance, we also expect continued reliance on structured and layered financing arrangements, combining offshore senior debt, private credit, and occasionally hybrid instruments. These structures typically involve tighter covenants, enhanced reporting obligations, and more detailed governance frameworks, reflecting international underwriting standards. 
Although earn-outs are widely used in more mature M&A markets to bridge valuation gaps, they remain relatively uncommon in Dominican deal practice, particularly where targets lack institutional-quality reporting or where sellers prefer price certainty at closing. Earn-outs can also introduce post-closing friction if performance metrics, accounting standards, and governance mechanisms are not precisely defined. For these reasons, we do not foresee earn-outs becoming materially more popular locally in the short term, even if valuation gaps persist. Where they are used, they will likely remain limited to cross-border transactions or targets with strong auditability and clear KPI measurement. 
Overall, Dominican deal financing in 2026 is expected to reflect a predominantly offshore-driven model: private credit and international lenders will continue to shape acquisition structures, while local credit markets will remain focused primarily on working capital and operating facilities rather than M&A financing. 
 
ECUADOR | PÉREZ BUSTAMANTE & PONCE | Diego Pérez | Juan Manuel Marchán  



1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Diego Pérez, Juan Manuel Marchán (Ecuador): In the case of Ecuador, we expect significant activity in the shrimp sector and the banana industry, with additional momentum in related sectors such as animal feed, packaging, logistics, transportation, warehousing, fertilization, and irrigation. In these areas, we anticipate a meaningful flow of transactions driven by economies of scale, integration, and consolidation of critical services across the value chain. 
During 2025, Ecuador exported 1.5 million metric tons of shrimp, with an approximate value of USD 7 billion. These figures were primarily driven by growing demand from the United States, Europe, and China, as well as Japan and Russia. On the supply side, this boom is also explained by market diversification, the strength of producers’ financial structures, and the maturation of prior years’ investments in technology, particularly artificial intelligence applied to feeding processes. 
Significant transactional activity is expected in industries adjacent to shrimp production, such as animal feed, logistics, transportation, and warehousing. This boom should also generate new financing lines and investments aimed at achieving greater economies of scale. 
The banana industry is likewise experiencing a particular peak. Despite climate-related challenges and the presence of Fusarium R4T, the sector continues to maintain volumes and growth levels that justify consolidation and modernization across packaging, distribution, and logistics segments. 
Similarly, the confidence generated by these peaks in the shrimp and banana industries has translated into increased exports of products such as cocoa, fresh flowers, broccoli, and pitahaya. This situation should generate significant transactional traction, particularly in the acquisition of farms and businesses related to packaging, distribution, or logistics. 
Additionally, we anticipate interest in renewable energy due to regulatory opening and increased industrial demand, as well as in mining, driven by anchor projects such as Cascabel (copper) and Cangrejos (gold), with transactions supported by specialized financing. In parallel, we expect consolidation in the insurance, banking, and healthcare sectors, reinforced by trade agreements currently under negotiation with strategic partners, which could facilitate increased investment flows into education, consumer goods, and retail. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Diego Pérez, Juan Manuel Marchán (Ecuador): The Superintendence of Economic Competition (Superintendencia de Competencia Económica, or SCE) has become a key player in the analysis and approval of transactions subject to merger control in Ecuador. The SCE has improved both its approval timelines and the quality of its analysis of potential competition concerns. In general, a Phase 1 transaction (where no competition concerns are identified) is expected to take between three and four months for approval, while a Phase 2 transaction may take between six and twelve months, depending on whether conditions are imposed and whether such conditions are negotiated. 
It should be noted that the current administration of the SCE assumed office just over a year ago, and we have observed that, in Phase 2 cases, it has attempted to impose conditions that were not adequately aligned with the competition concerns identified by the authority itself. This makes it necessary to manage remedies and commitments proactively from the early stages of the filing. 
As is well known, a transaction must be mandatorily notified to the SCE for prior authorization when a lasting change of control occurs over one of the parties—the target—and one of the two alternative statutory thresholds is met. 
The financial threshold is measured based on the aggregate turnover generated in Ecuador by the acquirer (and its economic group) and the target. If this amount exceeds USD 97 million in fiscal year 2025, notification to the SCE is mandatory. 
The market structure threshold is measured based on the market share held by the economic operators in the markets where their activities overlap (with an Ecuadorian dimension, or within a specific geographic area of Ecuador). This threshold is met when the combined post-transaction market share is equal to or greater than 30% in the relevant market. The higher the market shares, the more likely the transaction is to be subject to strict scrutiny by the SCE or to receive approval subject to conditions. This threshold is met when a horizontal overlap generates a market share exceeding 30% in the relevant market, or when a 30% or greater market share is acquired, regardless of whether the transaction results in a reinforcement of that participation. 
With respect to the impact of tariffs imposed by the United States, Ecuador and the United States have begun negotiations on a framework agreement that would allow for the reciprocal reduction of tariffs and other trade barriers. Among the obligations Ecuador would be required to implement are the simplification of foreign trade procedures, the strengthening of intellectual property protections included in the United States Trade Representative’s Special 301 Report, and the elimination of certain restrictions on advertising of products and services. This agreement would enable increased trade flows between the two countries and would likely lead to greater consolidation of M&A transactions, particularly involving Ecuadorian targets, especially in the education, consumer, and retail sectors. Likewise, during 2026 we expect to continue seeing consolidation in industries such as insurance, banking, and healthcare. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Diego Pérez, Juan Manuel Marchán (Ecuador): Ecuador, with the U.S. dollar as its legal tender, experienced a significant decline in interest rates during 2025, with the benchmark lending rate at approximately 9% and the benchmark deposit rate around 7%. This improvement was driven by higher liquidity levels in the economy and reduced funding needs on the part of the banking sector, together with an inflation rate of 1.05% year-on-year as of November. 
Similarly, Ecuador enters 2026 with a country risk level below 500 basis points. The Central Bank of Ecuador estimates economic growth of 2.6% for 2026 and a possible return to the bond markets during the first half of the year. 
These positive indicators are likely to result in improved valuations of Ecuadorian targets, along with better conditions for external financing of M&A transactions. They should also bring greater predictability to contractual regimes and simplify negotiation processes. 
With respect to the analysis and enforcement of ESG criteria, we have observed a reduction or stabilization of requirements, primarily for political reasons. However, these conditions may become enforceable in M&A transactions involving multilateral or international organizations, whether from a financing or guarantee perspective. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Diego Pérez, Juan Manuel Marchán (Ecuador): We expect clients and target companies to continue investing in the application of artificial intelligence technologies and digital transformation across their processes. Likewise, we have observed that certain M&A advisors continue to invest in technology for the implementation of due diligence processes, contract drafting, application of market-standard terms and clauses, and the generation of ancillary agreements. 
We also believe that companies that have been able to create efficiencies and economies of scale through the use of artificial intelligence will be more attractive to foreign capital. 
The impact of artificial intelligence and digital transformation is now a tangible reality, with a critical impact on the following sectors: finance (Fintech and traditional banking), healthcare (HealthTech), and technology. 
In the financial sector, M&A activity is led by the acquisition and scaling of specialized Fintech companies. This trend has consolidated payment platforms and microcredit providers that integrate AI-based credit scoring models. In turn, the healthcare industry has evolved from simple digitization of records toward predictive medicine; large hospital groups are now acquiring technical centers that operate standardized triage and preventive diagnostic algorithms. Finally, the technology sector is oriented toward infrastructure consolidation—as evidenced by the recent transaction between Millicom and Movistar—and we see a window of opportunity for cybersecurity companies to participate in sale or regional integration processes. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Diego Pérez, Juan Manuel Marchán (Ecuador): We do not anticipate changes in financing trends or deal structures for 2026, except perhaps for a preference toward asset deals rather than share acquisitions. We believe there may be a trend toward asset acquisitions for several reasons: (a) they allow for better management of contingent liabilities, particularly in tax, labor (pensions), and environmental matters; (b) they permit the separation of non-performing assets; and (c) they may offer tax advantages when structured as transfers of assets and liabilities. 
Given the relative economic stability expected for 2026—low inflation, stable interest rates, and moderate growth—we do expect increased use of earn-outstructures, which may serve as value platforms to bridge valuation expectations between the parties, align buyer and seller interests, and facilitate the negotiation and implementation of shareholders’ agreements (SHAs). The absence of inflation in Ecuador, stable interest rates, and moderate economic growth may serve as strong incentives to negotiate earn-out models. 
  
MÉXICO | GALICIA ABOGADOS | Manuel Galicia 
 


1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Manuel Galicia (Mexico): Geopolitics, technology, regulation, and markets are undergoing processes of realignment. This is the constant facing investors and business leaders internationally, and it requires them to make decisions with a high degree of uncertainty. 
In Mexico, the current political environment is particularly challenging. In our experience, patience is an essential virtue in these types of situations, together with the ability to build trust and continue seeking solutions based on an understanding of the needs of stakeholders. 
Looking ahead to 2026, we anticipate a selective, but clearly resilient, M&A environment, shaped by three structural forces: geopolitical fragmentation, the reconfiguration of supply chains, and increased regulatory intervention in sectors considered strategic. In this context, Mexico clearly stands out as one of the principal beneficiaries, thanks to its deep integration with North America, even in a scenario of global volatility. 
From a sector perspective, we continue to see strength in industries with long-term fundamentals, scalability, and adaptability. 
In real estate, financial services, technology and data-driven businesses, digital infrastructure (particularly data centers), energy, life sciences, and consumer platforms, appetite from strategic and financial investors remains solid. These are sectors aligned with irreversible demographic and technological trends, and with the capacity to generate value even in complex cycles. 
Real estate has been one of the fastest-growing sectors in recent years, both in the industrial segment and, in particular, in the tourism segment. 
In the life sciences and healthcare sector, we have observed steady M&A activity driven primarily by two models: private equity investment in consolidatedhospital groups, and the acquisition of small clinics by corporate groups seeking to expand scale and coverage. This dynamism responds, to a significant extent, to the structural deficiencies of the public healthcare system, which have created clear opportunities for private consolidation, operational professionalization, and the attraction of institutional capital. 
In the technology sector, we anticipate four clearly defined areas of activity. First, fintech, with consolidation processes in payments and lending platforms. Second, service platforms, ranging from mobility and hosting to professional services. Third, cybersecurity, where we are seeing defensive acquisitions in response to the increase in attacks on critical infrastructure. And fourth, AI solutions applied to manufacturing and logistics, closely linked to nearshoring, with growing interest in agentic AI applications. 
In these segments, we estimate that the principal buyers will be North American corporates seeking local implementation capabilities, private equity funds with a regional presence, and Mexican groups with ambitions to expand into Latin America. We have also seen, although to a lesser extent, relevant participation from European, Latin American, and Asian investors. 
From a geographic standpoint, Mexico will continue to be the main entry point for cross-border investment into Latin America, particularly for U.S. and Canadian capital, and increasingly for Asian capital, seeking diversification of supply chains and proximity to the U.S. market. In the region, we expect sustained activity in Brazil, Colombia, Chile, and certain Central American jurisdictions, although execution will increasingly depend on regulatory clarity and the institutional strength of each country. 
From a structural standpoint, we see a clear trend toward carve-outs, minority investments, and strategic alliances, as a response to valuation gaps, regulatory sensitivities, and a growing preference for risk-sharing arrangements. 
In the final months of 2025, we also observed a notable increase in financially distressed M&A transactions, particularly in Chapter 11 processes and "363 sales." This phenomenon, together with "niche" transactions such as General Atlantic’s investment in Club América, confirms that the market continues to find opportunities even in complex scenarios. 
From our perspective, in 2026 we will continue to see a combination of distressed M&A, sector consolidation, and highly specialized transactions. For those who understand the context, have strategic discipline, and execution capabilities, the environment is not only challenging, but deeply attractive. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Manuel Galicia (Mexico): We believe that in 2026, regulatory factors will play an even more central role in the structuring, timing, and, in many cases, the very viability of cross-border M&A transactions. The reintroduction and expansion of trade tariffs, particularly from the United States, together with a global trend toward greater protectionism, will continue to directly influence investment decisions in Latin America. 
In the region, and Mexico is no exception, governments are increasingly protective of their strategic industries and sensitive technologies, while competition authorities have adopted broader interpretations of the concept of anticompetitive conduct. In practice, this has translated into longer authorization processes and greater emphasis on data, market concentration, and national interest considerations. 
In the specific case of Mexico, while regulatory enforcement remains relatively functional, the evolution of the judicial and institutional environment has led investors to focus more on appropriate allocation of regulatory risk, more sophisticated conditions precedent, and better-designed dispute resolution mechanisms. Far from inhibiting investment, this reality is redefining the way transactions are structured, favoring staged acquisitions, minority stakes, joint ventures, and more robust contractual protections. 
In Mexico, the recent increase in tariffs across various industrial sectors, especially with respect to imports from countries without free trade agreements, foreshadows higher integration costs and pressure on supply chains, with a more significant impact on transactions with exposure to Asia. In parallel, stricter enforcement of tariffs and verification of rules of origin under the USMCA (T-MEC) is requiring investors and strategic buyers to place greater emphasis on origin traceability, supply chain structure, and trade compliance as a central part of due diligence. 
This environment is compounded by a more active posture from competition authorities and greater governmental sensitivity regarding strategic industries, which has resulted in longer authorization processes and more sophisticated allocation of regulatory risk. Far from slowing investment, this reality is redefining how transactions are structured, favoring more flexible arrangements and robust contractual protections. 
Taken together, we anticipate that cross-border M&A will remain active in 2026, although in a more selective and strategic manner. In this environment, success will depend on a sophisticated regulatory strategy, early and constructive engagement with authorities, and a nuanced reading of trends in trade and competition policy, where anticipation and intelligent structuring will make the difference. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Manuel Galicia (Mexico): We believe that over the next 12 months, valuations will be driven less by aggressive financial models and more by a strategic reading of the environment. While we expect relative stabilization of interest rates, the cost of capital will remain above the extraordinary levels we saw over the past decade. This has structurally changed the way buyers and investors evaluate assets: today, greater weight is placed on cash flow visibility, operational resilience, and the quality of growth than on optimistic expansion projections. 
In Mexico and Latin America, valuation gaps remain, but they no longer respond solely to interest rate differentials. Increasingly, perceptions of stability, regulatory predictability, and the rule of law are becoming among the main determinants of price. In a fragmented geopolitical environment, investors assign value, or a discount, based on the ability of a jurisdiction and a company to operate with certainty over time. 
With respect to ESG and corporate governance, these factors continue to be integrated into valuation models and due diligence processes, as we saw throughout 2025, both in transactions and financings. Measurable, objective, and consistent reporting on compliance, supply chain, data protection, and risk management continues to influence price and, above all, deal structure. However, the context has changed. The critical stance of the U.S. administration toward ESG criteria and, in parallel, the European Union’s decision to dilute and postpone certain obligations through the Omnibus Simplification Package, leads us to anticipate that in 2026 ESG considerations will remain relevant, but without the centrality they had during the 2019–2024 period. 
In Mexico, a particularly sensitive chapter is the technology sector, where valuations will be strongly influenced by regulatory transformation. Changes relating to privacy, economic competition, and the creation of a new Digital Transformation and Telecommunications Agency that reports directly to the Executive, as well as regulations requiring the interconnection of databases with security and tax authorities, create operational pressures that investors are already pricing in. At the same time, there is a clear priority from the Executive and the Legislative branches to regulate cybersecurity and AI, in a market that faces high levels of cybercrime and, paradoxically, receives significant investment in data centers, cloud, and AI solutions. 
From a competition perspective, more intense scrutiny in digital markets, particularly fintech and telecommunications, together with the entry of new regulators, reinforces the trend toward structuring transactions with greater caution. In this context, it is not surprising to see a growing preference for joint ventures, partial investments, and shared-control arrangements, especially in sectors or assets considered sensitive. 
In sum, toward 2026 valuations will not be defined by a single factor, but by companies’ ability to demonstrate financial soundness, credible governance, and regulatory adaptability. Those that achieve this will not only protect value, but will also be positioned to capture premiums relative to peers in an increasingly selective and strategic market. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Manuel Galicia (Mexico): Heading into 2026, digital transformation and the progressive standardization of AI will continue to be one of the main strategic pillars in M&A, not as an aspirational narrative, but as a concrete factor of value creation and value protection. 
AI should be understood from two complementary perspectives: as an industry in itself and as a cross-cutting tool that redefines how virtually all sectors operate. 
As an industry, we anticipate significant M&A activity across the digital and AI ecosystem: from data centers and technology infrastructure, to start-ups and companies with scalable platforms and proprietary data assets. On this front, Mexico and the region continue to gain relevance as implementation markets, not only for theoretical development, which is particularly attractive for strategic buyers and regionally focused funds. 
As a tool, AI and digitization are expected to simplify processes, reduce costs, and lower barriers to entry. This explains why, in sectors such as healthcare, financial services, fintech, and technology, acquirers prioritize targets with proven capabilities in automation, advanced analytics, and responsible data use. In this environment, technology ceases to be an optional differentiator and becomes a requirement. 
In healthcare, the trend is clear and growing. The implementation of AI in drug development, clinical trials, and the delivery of medical services has become a constant, and all indications are that it will intensify in the coming years. From an M&A perspective, this opens the door not only to traditional acquisitions, but also to more sophisticated arrangements, such as the acquisition of technology developed specifically for an operator through work-for-hire contracts, long-term licenses, or strategic integrations. 
In finance and fintech, we observe three clearly defined areas of activity: (i) customer service platforms and process automation for banking and retail; (ii) data analytics solutions aimed at regulatory compliance and fraud prevention; and (iii) technology applied to logistics and inventory management linked to nearshoring. In particular, there is strong interest in credit scoring engines and fraud detection tools trained on local data, as well as in solutions already proven with real clients. 
This phenomenon is also driving two increasingly frequent types of transactions: on the one hand, (i) acqui-hires of specialized technical teams that have developed internal models; on the other hand, (ii) the acquisition of vertical solutions already implemented in local markets. In manufacturing, for example, predictive maintenance and inventory optimization solutions stand out, directly aligned with the reshoring strategy. 
From an institutional standpoint, Mexico has begun to outline judicial and regulatory principles for the ethical and responsible use of AI, emphasizing transparency, human oversight, and data protection. This gradual normalization, without displacing human decision-making, contributes to a more predictable environment for investment in companies that have integrated AI. 
In terms of M&A execution, all of the above translates into more specialized due diligence processes, greater emphasis on data ownership and use, limitations on information protection and IP, and how AI tools operate within specific regulatory frameworks. In 2026, value will not lie in "having AI," but in knowing how to use it, scale it, and manage it properly. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Manuel Galicia (Mexico): Heading into 2026, financing options and deal structures will continue to reflect an environment that favors prudence, flexibility, and financial sophistication. In this context, private credit will continue to gain prominence as one of the principal drivers of M&A in Mexico and the region, particularly in the face of a more selective traditional banking sector and uneven access to the capital markets. 
We are seeing, and expect to see more frequently, international private credit structures, primarily from U.S. funds with an appetite for the region, complemented by regional private capital. This capital not only finances acquisitions, but increasingly participates in strategic structures such as loan-to-own, which allow for gradual exposure to high-quality assets in stress scenarios or operational transitions. Limited participation by local banks, especially in technology transactions due to the difficulty of valuing intangible assets, will create clear opportunities for investors willing to undertake that analysis in greater depth. 
In parallel, deal structures are evolving to bridge valuation gaps in an environment of high uncertainty. Tools such as earn-outs, deferred payments, seller financing, and staged investments have become routine mechanisms to align expectations between buyers and sellers with differing views on growth, regulatory risks, or the pace of technology adoption. More than exceptions, these formulas are now part of the new market standard. 
We also observe sustained growth in minority investments and non-controlling stakes, driven both by regulatory restrictions and by an explicit investorpreference to share risks in complex or sensitive sectors. These structures make it possible to capture growth potential while limiting exposure to institutional or corporate governance uncertainties. 
In technology-intensive sectors, agreements increasingly incorporate specific contractual protections: representations regarding the continuity of third-party software licenses, particularly in cloud infrastructure; cross-indemnification schemes for errors or misuse of AI tools; and significantly more complex exit and technology transition clauses. This responds to a reality in which both buyers and sellers may be responsible, directly or indirectly, for regulatory breaches arising from the use of advanced technology. 
In summary, 2026 will favor well-capitalized transactions, carefully structured and based on realistic assumptions. Successful M&A will be conceived not as an isolated event, but as a long-term strategic relationship, where financing, structure, and governance are as relevant as the business itself. 
 
PARAGUAY | BERKEMEYER | Antonio Villa Berkemeyer | Hugo Alexander Berkemeyer 
 


1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer (Paraguay): Paraguay enters 2026 as a structurally more mature market following its dual sovereign upgrades to investment grade—Moody’s to Baa3 (July 2024) and S&P to BBB- with a stable outlook (December 2025)—which compresses the country risk premium, lowers the cost of capital, and supports higher asset valuations in regulated, cash-generative sectors. This environment is catalyzing a shift from opportunistic, high-yield dealmaking toward strategic acquisitions by global and regional players, integrating Paraguayan assets into cross‑border value chains. 
Sectorally, the most resilient M&A activity should converge around four engines. The first is the "energy–digital nexus" engine, which is accelerating as Paraguay pivots from exporting power to hosting energy‑intensive AI/cloud infrastructure—illustrated by large‑scale deployments such as HIVE Digital and X8Cloud—which underpins transactions across power offtake, land, and data infrastructure. Agribusiness, as a second engine, continues to industrialize, with protein producers and processors consolidating to capture crush‑spread economics; JBS’s poultry expansion is a bellwether for further roll‑ups in slaughter, feed mills, and the cold chain. The third engine is the bank–fintech convergence, and digital challengers are pushing incumbents to acquire capabilities or scale, a trend reinforced by capital standards and the entry of development finance (e.g., DFC funding), which broadens balance‑sheet capacity for selective portfolio acquisitions. Forestry and carbon markets are the fourth engine attracting institutional capital via "stacked return" models (timber, carbon credits, land appreciation), with specialized platforms becoming targets as carbon regulation is operationalized.  
Geographically, if EU-Mercosur integration advances, it could reinforce European strategic interest in Paraguayan industrial and Agri processing assets for Single Market supply chains; in parallel, nearshoring by Brazilian manufacturers continues to support a steady pipeline of maquila based industrial M&A.Bankconsolidation (e.g., Ueno–Visión) and prospective combinations among mid‑tier institutions also point to follow‑on portfolio and platform deals in financial services. In parallel, Paraguay modernized its maquila regime (Law 7547/2025) and created a dedicated tech‑assembly regime (Law 7546/2025), both of which reinforce nearshoring theses. The Unified National Registry (RUN) enhances property and collateral certainty for brownfield industrial roll‑ups.  
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer (Paraguay): Regulatory modernization in 2025–2026 materially improves execution certainty while raising compliance sophistication. The new Securities and Products Market Law (Law 7572/2025) mandates dematerialized book‑entry shares for public companies, enabling delivery‑versus‑payment settlements, introduces mechanisms for minority protections and squeeze‑outs that unlock cleaner take‑privates, and brings tokenized/digital assets under supervision—each a direct boost to cross‑border deal mechanics and valuation clarity. Complementing this, the Payments System Law (Law 7503/2025) expands the Central Bank’s oversight to private payment service providers (SIPAP 2.0), hardens finality, and enables cross‑border outsourcing—parameters that shape fintech M&A and post‑merger integration. In parallel, the new Fiscal Incentives Regime (Law 7548/2025) shifts from broad incentives to targeted benefits for sectors such as electromobility, technology, and sustainable forestry, for the transferability and continuity of tax benefits at signing/closing. 
Merger control has matured: CONACOM is strictly enforcing the standstill (gun‑jumping risk), applying more sophisticated market-definition criteria (especially for digital ecosystems in finance/fintech), and extending timelines in concentrated sectors like meatpacking, banking, and payments—factors that require precise pre‑closing covenants and regulatory-risk allocation in SPAs. Since September 2025, a two‑track notification (ordinary/simplified) has reduced the burden and time‑to‑clearance for low‑risk deals while preserving the authority’s ability to escalate reviews.  
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer (Paraguay): Valuations will reflect Paraguay’s investment‑grade yield compression and stable macro. As the sovereign curve tightens, DCF risk‑free rates fall, structurally re‑rating stable, regulated assets (energy distribution, toll roads, telecom) upward and narrowing historical valuation discounts versus neighboring peers. Macro-projections of 3.7–4.0% GDP growth, anchored at 3.5% inflation, and a fiscal deficit target of 1.5% of GDP in 2026 underpin revenue visibility, reduce inflation‑indexation frictions in contracts, and support longer‑dated local‑currency financing, which improves equity IRRs in acquisition models. Local capital markets momentum supports this: 2025 trading volumes are projected to surpass USD 7 billion, aided by the unified capital markets law and improved disclosure standards. 
ESG and compliance will be priced more explicitly across agri/forestry and data‑driven sectors. Carbon frameworks and a national digital registry (Law 7190/23 and Decree 3369/25) create bankable carbon assets, which augment land and forestry valuations via additive credit cash flows; buyers will underwrite Article 6 integrity and permanence risk in pricing. For exports to the EU, deforestation compliance is a hard gating item, making "deforestation audits" central to diligence and valuation for agribusiness and forestry targets. In technology and services, GDPR‑style personal data obligations under Law 7593/2025 elevate data governance and cybersecurity to valuation determinants, with non‑compliance treated as a price chip and/or subject to indemnity escrows.  
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer (Paraguay): "Power‑to‑compute" dynamics are central to strategy. AI/cloud deployments leverage Paraguay’s abundant, low‑cost hydroelectricity to localize compute, which stimulates M&A in land/power interconnection, data centers, and adjacent digital infrastructure; these deals hinge on offtake certainty, environmental permitting, and data‑sovereignty compliance. Early‑stage flagships include the X8Cloud hyperscale program and HIVE Digital’s expansion, which are catalyzing bolt‑on acquisitions of energy‑connected sites. In financial services, digital challengers and incumbents will use acquisitions to accelerate time‑to‑market for payments, lending, and embedded finance capabilities amid capital standards and heightened scrutiny of data ecosystems by CONACOM. 
Healthcare and agritech should see targeted consolidation around applied AI. In agribusiness, input distributors and machinery dealers are acquiring precision‑ag platforms to bundle "seeds + software," with diligence centered on IP ownership, training‑data provenance, and regulatory exposure for data flows. Partnerships such as Agrotec–DigiFarmz illustrate the "distribution + analytics" play that strategic buyers are likely to replicate. More broadly, Paraguay’s digitalization push and securities‑law recognition of tokenized assets create clearer regulatory perimeters for technology M&A, reducing grey‑area risk premiums and facilitatingcontract structures aligned with international standards. The 2025 Arbitration Law (Law 7561/2025) further improves enforcement certainty by limiting court intervention, enabling interim measures, and eliminating exequatur for domestic awards—features that enhance transaction dispute frameworks.  
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Antonio Villa Berkemeyer, Hugo Alexander Berkemeyer (Paraguay): Financing is diversifying beyond traditional bank debt constraints. Single‑borrower limits at local banks keep balance‑sheet capacity tight for large acquisitions, drawing in private credit (unitranche/mezzanine) and development finance to bridge size and execution certainty for LBOs and growth transactions. Recent DFC approvals for Paraguayan banks have also increased medium‑term lending capacity that can be paired with private credit at Holdco or Opco levels. The new securities law improves collateral flexibility, including pledges over cash flows and digital assets, which expands secured‑lending options for sponsors and strategics. 
On structure, earn‑outs have become standard to reconcile optimistic seller projections with conservative buyer cases—commonly 60–70% cash at closing with 30–40% contingent on EBITDA or revenue over 24–36 months—with detailed schedules to pre‑empt disputes on accounting treatments. Completion accountsremain prevalent, while locked‑box mechanisms gain ground in competitive auctions as audit quality improves under modernized statutory requirements. In diligence, buyers are expanding red‑flag scopes to include data‑privacy compliance (Law 7593/2025), EUDR‑linked deforestation checks, verification of pre-existing incentives preserved under transitional provisions, and confirmation of benefits continuity under the new Law 7548/2025—each increasingly tied to price adjustments, escrows, or special indemnities. 
 
PERÚ | REBAZA, ALCÁZAR & DE LAS CASAS | Alberto Rebaza | Rafael Lulli



 
1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Alberto Rebaza, Rafael Lulli (Peru): In Peru, 2025 closed with a more moderate Peruvian M&A market in terms of volumes compared to 2024, but with many active processes and a trend toward portfolio reconfiguration, which leaves a very selective pipeline for 2026. The most relevant sectors in 2025, and which we anticipate will continue to be on investors’ radar by a wide margin, were the energy sector (driven by energy transition efforts), mining, infrastructure, consumer, and fintech. We also see a general trend (specifically among PE firms) toward a reduction in deal volume but greater capital deployment, pointing to greater selectivity and larger ticket sizes in quality assets. Peru is no exception to these trends, which we believe will continue in 2026, as political and regulatory uncertainty in the region, FX volatility, and access to still relatively high rates require investors to be more cautious and selective. 
In that sense, we expect a year marked by large-scale transactions, considering the amount of dry powder still available in the market (estimated at more than USD 2 trillion at the end of 2025), and featuring creative structures, whether through earn-out mechanisms, partial acquisitions, or co-investments. In the country, we have seen that many investors decide to acquire a partial stake in a company in order to "ride the wave" of political and/or economic uncertainty together with the local shareholder. 
Peru maintains a relevant role in M&A—especially in mining, energy, consumer, and fintech—within regional portfolios; and multiple cross-border transactions by Peruvian groups have been structured from Peru. At the same time, Peru has served as an entry point for certain international investors beginning their exploration of Latin America, in a regulatory environment friendly to foreign capital and with a strategic geographic location. However, in the context of an unpredictable electoral environment in the first half of 2026, we foresee a slowdown in ongoing transactions or those about to begin, which should pivot in the second half in line with the electoral results. In light of this, we expect local asset sellers to use this period to carry out thorough asset preparation (high-quality data, a value narrative, and ESG integration) before going to market, propose contingent pricing structures to bridge valuation gaps, and proactively manage regulatory approvals (e.g., in antitrust matters). 
We expect the following sectors to be the most dynamic in 2026: 
Energy: interest in renewable energy projects continues to rise, especially solar and wind, without ruling out transactions in traditional energy, which continue to represent relevant transactions as a consequence of rotating portfolios and appetite from funds and strategics. 
Mining: it remains one of the main drivers of M&A in Peru, supported by attractive metal prices, both in control transactions and through joint ventures and partial acquisitions, especially in copper and strategic minerals. 
Infrastructure: the launch and integration of the Port of Chancay and large-scale logistics projects are driving investment and the acquisition of assets and platforms in the country. 
Education: funds entered in 2025 and anticipate continued activity in 2026, with a focus on scalable and professionalized platforms. 
Healthcare: it shows sustained growth in the number of transactions, mainly in private clinics, laboratories, and specialized medical services. 
Agroindustry: it maintains a steady flow of foreign investment, particularly from U.S. and European funds, with transactions structured through equity or joint ventures, especially in regions such as Ica, Piura, and La Libertad. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Alberto Rebaza, Rafael Lulli (Peru): In Peru, we do not foresee a significant negative impact—in comparative terms—linked to new tariff policies, but the disruptions caused by such policies in the international market do alter pricing and the structure of M&A transactions in the country. Such policies create distortions in asset value, especially where the asset substantially depends on imported equipment, machinery, or inputs (which in Peru tends to be concentrated in the mining, energy, agroindustrial, or value-added manufacturing sectors). In that sense, we expect M&A negotiations to focus on defining earn-out and true-up mechanisms tied to margins or EBITDA, or price adjustments where the exposure is material. Likewise, it will be necessary to conduct more exhaustive due diligence processes to identify the asset’s exposure to relevant tariff policies and assess alternative suppliers. We also see a potential re-profiling of standard MAC clauses, emphasizing changes in foreign trade and/or trade policies, which is particularly relevant in Peru, where transaction execution timelines have been increasing as a result of antitrust authorizations. 
In parallel, Peru’s trade integration—through the CPTPP and its agreements with the United States and the European Union—continues to facilitate cross-border transactions, particularly in export chains that take advantage of preferences and cumulation of origin. In this framework, the regulation and predictability provided by these treaties are consolidating as key factors to sustain foreign investment, even in a context of stricter standards and increased compliance requirements. 
As for the evolution of competition laws in the country, after five (5) years in force of Peru’s Prior Control Law for Business Concentration Transactions, both local and foreign investors have incorporated INDECOPI’s prior authorization requirement as a standard part of the M&A closing process, reducing the perception of regulatory uncertainty. The filings received by the Free Competition Defense Commission (Comisión de Defensa de la Libre Competencia, or CLC) relate to more than 13 economic sectors, including, among others, mining, healthcare, and telecommunications. In the same vein, experience from the first years shows that this regime has not constituted an insurmountable obstacle, since, as of December 31, 2025, only one (1) filing has been denied since the law entered into force. 
INDECOPI has been characterized as an orderly, technical, and predictable agency. In that sense, as it reviews the various filings submitted annually for approval, we believe it will continue progressing in improving the efficiency and speed of authorization processes. In Peru today, we can say that the maturation of the prior control regime has contributed to generating greater confidence among foreign investors, who now incorporate competition analysis as a manageable variable rather than a disruptive risk. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Alberto Rebaza, Rafael Lulli (Peru): The gradual normalization of monetary policy by central banks such as the U.S. Federal Reserve (the "Fed") and the European Central Bank (the "ECB") will continue to influence the cost of global financing during 2026. While the aggressive tightening cycles seen between 2022 and 2023 are behind us, international organizations agree that interest rates will remain at structurally higher levels than the pre-pandemic average, which will continue to affect the cost of capital and, consequently, corporate valuations. This environment encourages greater financial discipline by buyers, who will tend to adjust pricing and financing structures in M&A transactions, while also being more selective in the assets they evaluate. 
In parallel, moderate growth in the main global economies, particularly China and Europe, will continue to condition international demand for commodities. As indicated by the World Bank and the IMF, China’s structural slowdown and contained growth in the European Union directly affect the prices and export volumes of minerals and agricultural products, which are key sectors for the Peruvian economy. This could put pressure on valuations of companies heavily dependent on exports, especially those with higher operating costs or less diversification. 
Domestically, valuation trajectories will depend to a large extent on signals of governability and regulatory predictability, which the market will read as a reduction in risk premium if they consolidate. In that sense, transactions executed in the first half of 2026 (an electoral context) will face the main challenge of bridging valuation gaps between buyer and seller. On the macroeconomic front, the Central Reserve Bank of Peru (Banco Central de Reserva del Perú, or BCRP) projects that inflation will remain within the target range in 2026, contributing to a relatively stable macroeconomic environment. However, the evolution of the exchange rate (with the U.S. dollar declining against the sol) will remain a relevant factor for valuations. Companies with revenues mostly in U.S. dollars—particularly exporters—will see lower revenues in soles upon conversion, which may pressure their multiples in local-currency reported metrics if they do not have hedges or dollar-denominated costs serving as a natural hedge. 
In conclusion, we see the following factors becoming particularly relevant to asset valuation in the country: 
Economic Growth and Stability: According to World Bank projections, the Peruvian economy is expected to grow around 2.5% in 2026, driven by investments in key sectors such as mining. Although domestic consumption is expected to grow at a moderate pace, this estimate places the country on a stable growth path compared to the regional average. 
Monetary Conditions and Interest Rates: The impact on lending rates of the BCRP’s recent reduction of benchmark rates could eventually positively affect M&A activity by generating liquidity in the market. Companies will be more willing to pursue acquisitions if capital costs are low, which could result in higher valuations due to greater competition for attractive assets. In Peru, the BCRP has cut the benchmark rate from 7.75% (Jan-2023) to 4.50% (Jul-2025) as part of a normalization cycle. 
Strategic Sectors: Sectors showing greater dynamism, such as mining, infrastructure, and energy, will play an important role in valuations. Companies in these sectors may see increased valuations due to sustained demand and significant projects under development, such as the Anillo Vial Periférico and the Port of Chancay. 
Political and Electoral Factors: Considering that 2026 is an election year in Peru due to the 2026 presidential and congressional elections, political uncertainty is expected to affect valuations. Historically, pre-election periods generate caution among investors, which could lead to a slowdown in transactions at the beginning of the year until there is certainty regarding the election outcome and the corresponding government plan to be implemented. In that sense, we can anticipate that investors may seek to get ahead of such political uncertainties, causing an increase in M&A activity to be observed. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Alberto Rebaza, Rafael Lulli (Peru):  
Healthcare: Investment will focus on companies offering innovative solutions to improve access to and quality of services, such as telemedicine platforms and remote patient monitoring applications, among others. M&A transactions will be oriented toward acquiring technological capabilities that allow for scaling services, optimizing diagnostics, and reducing operating costs, particularly in contexts of high demand and pressure on healthcare infrastructure. In this sense, we anticipate that clinics, insurers, and healthcare operators will seek vertical integrations with technology providers that facilitate data interoperability and the predictive use of clinical information. 
Finance: Financial inclusion through the offering of technology-based financial products and services will continue to be a priority in 2026. During 2025, we saw regional FinTechs and local corporates analyzing and executing investments in core technology companies operating in the payments vertical, more specifically acquiring and payment facilitation; digital banking; technology infrastructure for processing payments based on blockchain technology; and, naturally, cryptoassets. In that sense, during 2025 we saw companies seeking to acquire technologies (i) that improve efficiency in payment management processes across the entire chain, from routing and capture of payer data to payment to the merchant; (ii) that facilitate the provision of online credit through embedded financeplatforms; and (iii) that enable the use of blockchain technologies for traditional digital financial products and services such as remittances, loans, and payment infrastructure across the entire chain. 
Regulatory advances, such as the MiCA (Markets in Cryptoassets) framework implemented by the European Union and the Genius Act in the United States, are creating a more favorable environment for cryptocurrencies and blockchain technology. While Peru does not currently have similar regulation, it is expected that local companies will align with such standards to facilitate internationalization and to facilitate investment and acquisition processes in PE transactions. Thus, the evolution of regulatory frameworks for digital assets will help legitimize business models that until recently were perceived as high risk, facilitating alliances and acquisitions between traditional players and specialized fintechs. 
Technology: In 2025, advances in cybersecurity, technology infrastructure (i.e., data centers and connectivity, among others), and artificial intelligence as an integral component of technology solutions for all industries will be among the main drivers of M&A in the Peruvian technology sector. From a strategic approach, these acquisitions (vertical and horizontal) will allow companies to acquire new capabilities or strengthen existing ones through process optimization and reduction of operating costs, which translates into a more competitive offering to the general public. 
In the technology sector, M&A strategies will increasingly be oriented toward the acquisition of the talent necessary to develop new technologies (leveraged by AI) and the capability to develop products and services from the acquired technology. The increasing sophistication of cyber threats and the accelerated adoption of AI-based solutions will generate opportunities for highly specialized transactions, where transaction value is concentrated in know-how and critical technology. This will favor transactions of smaller relative size, but with high strategic impact for local and international buyers. 
With the increase in cyberattacks in the region, companies in Peru are prioritizing the acquisition of advanced cybersecurity solutions to protect their operations and sensitive data. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Alberto Rebaza, Rafael Lulli (Peru): In 2026, fluctuations in interest rates (and access to still relatively high rates) require investors (especially PE funds) to be more cautious and selective when funding acquisitions, which we expect will place particular focus on assets capable of absorbing interest-rate and FX cycles. These capital markets conditions will substantially influence financing options and deal structures in M&A transactions in Peru. 
With respect to financing structures, an increasingly relevant role is expected for private credit and specialized funds, which will provide flexible solutions in light of the selectivity of the banking system, especially in the mid-market segment. In Peru, these financings are typically negotiated under New York or English law and include robust local security packages and, if necessary, holding-level tranches. This will enable structures such as unitranche and club deals, as well as combinations of senior debt, mezzanine, and hybrid components. In parallel, the use of earn-outs and contingent mechanisms will continue to be a key tool to bridge valuation gaps in contexts of macroeconomic or electoral uncertainty, aligning incentives and allocating risk between the parties over time. 

SPAIN | PÉREZ-LLORCA | Iván Delgado 


 
1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Iván Delgado (Spain): In 2026 we anticipate that energy and infrastructure will continue to lead M&A activity, driven by the energy transition and the need for investment in electrification, grids, storage and emerging solutions linked to decarbonisation. In parallel, private equity will remain a key driver, especially in strategic assets and platforms with stable cash flows. 
We also expect sustained growth in technology, with particular dynamism in AI, cybersecurity and data management, driven both by innovation and an increasingly well-defined European regulatory framework. Sectors such as health and certain areas of defence and security will continue to be resilient due to their strategic nature and structural demand trends. In addition, companies with a strong focus on sustainability and ESG will tend to benefit from better access to capital and valuation premiums. 
We foresee a favourable cycle in Southern Europe, with Spain and Portugal as attractive markets for international investors, and significant opportunities in Latin America, especially in Mexico and Colombia, jurisdictions in which we have been operating since 2024 and 2025, respectively. We are also continuing to follow developments in Venezuela closely, as these may be relevant to our regional operations. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Iván Delgado (Spain): Regulation will continue to be a major driver of cross-border M&A in 2026. Competition authorities, especially in Europe, will continue to broaden their focus beyond traditional market shares, incorporating analysis of innovation, data, effects on digital ecosystems and platform dynamics, which is likely to involve more complex review processes and longer implementation times. 
At the same time, possible adjustments to trade policies, including tariffs and sectoral protection measures, will add uncertainty in specific industries and reinforce the need to analyse supply chains, exposure to trade risks and nearshoring strategies in detail. This is compounded by increased scrutiny of foreign direct investment (FDI) in critical sectors and the impact of new European digital regulation, including AI, on technology transactions. 
This environment brings challenges, but it also favours those who anticipate regulatory risk, structure transactions well and manage authorisation processes rigorously. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Iván Delgado (Spain): In 2026, valuations will be mainly driven by the cost of capital, the quality and visibility of cash flow, as well as regulatory and geopolitical risk. If rate stabilisation takes hold, the market could see a gradual recovery, although probably in an environment where investors will maintaindiscipline and prioritise business models with recurring revenues and sustainable margins. Geopolitical uncertainty will continue to affect risk premia in cross-border transactions. 
In parallel, ESG performance will become increasingly significant, not only as a reputational criterion, but also as a component of risk and access to finance, especially in the face of increased transparency and reporting requirements in the EU.  
Other key factors will continue to be resilience to technological disruptions, cybersecurity robustness, management strength and execution capability. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Iván Delgado (Spain): Artificial intelligence and digital transformation will continue to be a central driver of M&A in 2026, but with a twist: AI will move from being a tactical advantage to positioning itself as a structural element of competitiveness. Many companies will seek acquisitions to add technology capability, talent, intellectual property and access to data, accelerating time to market versus internal development. 
In healthcare, the focus will continue to be on technologies applied to diagnostics, operational efficiency and predictive management, with a strong focus on regulatory compliance and sensitive data handling. In finance, we will see a boost in fintech acquisitions and technology providers linked to payments, automation and fraud prevention. And in technology, cybersecurity, data governance, specialised software and cloud assets will continue to be key, where due diligence on intellectual property, licences, datasets and regulatory compliance will be decisive. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Iván Delgado (Spain): In 2026 we expect a more sophisticated and diversified funding environment. Private credit will continue to gain ground, not only as an alternative to the traditional banking market, but also because of its ability to offer certainty of execution, structural flexibility and speed in closing, especially in private equity-driven deals and cross-border transactions with demanding deadlines. 
In parallel, we will see increasing use of structures designed to share risk and close valuation gaps, such as earn-outs, deferred payments and equity rollovers, particularly in sectors where revenue visibility depends on technological or regulatory developments. 
The context of increased regulatory scrutiny and volatility will continue to push for agreements with more precise terms on risk allocation, with a particular focus on aspects such as cybersecurity, digital compliance and business continuity. In this environment, designing the structure - and having the ability to anticipaterisks - will be as significant as the price in ensuring the deal closes. 

VENEZUELA | D’EMPAIRE | Fulvio Italiani 



1. What main trends do you anticipate will shape the M&A landscape in 2026, especially regarding the most resilient industries and geographic activity in your region? 
 
Fulvio Italiani (Venezuela): In Venezuela, the developments of January 3, 2026 mark a material inflection point. They represent a significant shift in the investment landscape, creating substantial opportunities alongside equally material political, regulatory, and execution risks. We expect this new environment to catalyze a meaningful increase in M&A activity during 2026, albeit in a highly selective and transaction-specific manner. 
In the energy sector, this should translate into sales of equity interests in existing oil joint ventures and gas producers, and sales or consolidation among local oilfield services providers. Beyond energy, we expect spillover M&A activity across sectors positioned to benefit from higher oil production, increased export volumes, and greater hard-currency inflows into the local economy. These include food and staples, pharmaceutical, healthcare services, telecom, digital infrastructure, financial services, logistics, ports and warehousing, and consumer-facing businesses. 
Execution will remain highly contingent on the pace of legislative and regulatory reforms, and the government’s ability to sustain a more stable, business-oriented policy framework. 
From a geographic perspective, near-term cross-border activity should be led by U.S. investors and regional strategic Latin American buyers. Middle Eastern capital may play an increasing role as a funding source for energy-related transactions. 
 
2. How do you anticipate changes in regulatory frameworks—specifically the impact of new trade tariffs and the evolution of antitrust laws—will affect cross-border M&A activity in 2026? 
 
Fulvio Italiani (Venezuela): In Venezuela, new trade tariffs and the evolution of antitrust laws are not expected to be relevant drivers of cross-border M&A activity in 2026. The regulatory developments that will materially shape deal flow are sector-specific and structural, rather than trade- or competition-related. 
The most consequential change is the recently approved amendment to the Hydrocarbons Law, which enables wholly private-sector participation in oil and associated gas activities. This reform materially alters the investability of the sector and is expected to unlock M&A activity involving equity interests in existing joint ventures. 
In parallel, the anticipated amendment to the Foreign Investment Law is expected to further enhance investor protections, including clearer rules on investment treatment, capital repatriation, and legal stability. If enacted, this reform should improve transaction certainty and support a broader range of cross-border investments beyond the energy sector. 
Antitrust review is not a gating issue in Venezuela. Instead, diligence and risk allocation will continue to focus on sectoral approvals, hydrocarbons and public-law regimes, foreign exchange and cash-repatriation mechanics, legacy concessions, compliance and sanctions exposure, environmental and labor liabilities, and asset title and permitting. 
 
3. Given the economic conditions projected for 2026, what factors (such as interest rate stabilization or ESG compliance) do you expect to most influence company valuations? 
 
Fulvio Italiani (Venezuela): In Venezuela, company valuations in 2026 will be driven overwhelmingly by macro-transition variables rather than by global interest rate dynamics or ESG considerations. The central valuation question will be whether the current stabilization, recovery, and political-economic transition objectives prove credible and durable. 
Foreign exchange expectations will be a primary determinant of value. FX risk and devaluation assumptions are closely tied to oil production levels, export capacity, and international oil prices, which together define the availability of hard currency and the sustainability of dollarized cash flows. Assets capable of generating or capturing U.S.-dollar revenues, or otherwise insulating operations from bolívar exposure, will command clear valuation premiums. 
Valuations will also reflect investors’ assessment of normalization risk: the likelihood of policy continuity, regulatory stability, and effective implementation of recent reforms. Buyers will discount aggressively for uncertainty around reversals, delays, or execution slippage, while paying up for assets that are operationally resilient, scalable, and positioned to benefit disproportionately from increased oil output and associated economic recovery. 
Global interest rate stabilization is not a meaningful valuation driver in the Venezuelan context. Likewise, ESG compliance does not function as a pricing lever in and of itself. Valuation will turn on cash generation, FX exposure, asset quality, and upside optionality linked to stabilization, recovery, and higher oil output. 
 
4. How will the standardization of AI and digital transformation continue to drive M&A strategies in 2026, especially in sectors such as healthcare, finance, and technology? 
 
Fulvio Italiani (Venezuela): In Venezuela, AI and digital transformation are already most visible in the payments and financial services ecosystem. These capabilities are increasingly critical in a dollarized, low-trust environment and are driving both organic growth and M&A activity. We expect increased transaction activity in these segments during 2026, as strategic buyers and investors seek scalable platforms with proven technology, data, and operating resilience. 
 
5. What changes do you foresee in financing options and deal structures for 2026, particularly regarding the role of private credit and the use of earn-outs to bridge valuation gaps? 
 
Fulvio Italiani (Venezuela): Traditional financing options—both local and international—will remain extremely limited in 2026. Sovereign default, the absence of a reliable legal framework for security packages, and the lack of local U.S.-dollar lending significantly constrain conventional bank financing. As a result, most transactions cannot rely on traditional leverage structures. 
Against this backdrop, we expect a materially expanded role for private credit from abroad, particularly from U.S. and regional funds willing to underwrite country and execution risk. This capital will be deployed selectively, often alongside equity, and structured to rely on offshore mechanics rather than local collateral frameworks. 
Deal structures are also evolving to address valuation gaps and uncertainty around stabilization and recovery. We expect increased use of acquisitions of controlling or majority stakes, combined with earn-outs, deferred consideration, or seller rollovers into minority positions with agreed exit mechanisms. These structures allow existing owners to obtain liquidity upfront—often at conservative entry valuations—while retaining upside exposure to improved operating conditions, higher oil production, and broader economic normalization at exit.