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Nithya B. Das Image
Nithya B. Das
Chief Legal & Administrative Officer, Diligent

Why shifting IPO, M&A and VC trends demand ‘transaction-ready’ governance

February 28, 2025
0 min read
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After months of optimism about the prospect of a booming IPO market in 2025, the reality so far this year has been more mixed than expected.

While activity is picking up, the flood of public listings some had predicted has yet to materialize — at least in the U.S. However, beyond the IPO market, global deal-making across M&A and private capital investment is showing strong momentum, with businesses actively positioning for strategic growth.

For companies considering their next big move — whether going public, raising capital or pursuing an acquisition — this landscape reinforces a crucial reality: transaction readiness is no longer a last-minute exercise but an ongoing strategic necessity.

The businesses that will capitalize on today’s deal-making opportunities are those with strong governance, structured compliance and due diligence processes, and clear financial and operational transparency.

Let’s look at some of the current market trends that are driving this business imperative.

IPO activity: A slow start, but a stronger pipeline?

Many expected 2025 to be a breakout year for IPOs, particularly in the U.S., where 2024 saw cautious movement following the volatility of previous years. However, the first quarter has lagged behind expectations, with many high-profile companies delaying their listings. Economic uncertainty, fluctuating valuations and regulatory considerations continue to create hesitation for some firms.

That said, this does not signal a weak IPO market, just a more selective one. While companies are approaching IPOs with more caution, the pipeline is still strong, and market conditions could shift quickly.

Several trends are shaping prospective IPO activity in 2025:

  • Tech, AI, and biotech companies are leading the way as investor appetite for innovation remains high
  • Cross-border listings are becoming more attractive, with companies exploring IPOs in Hong Kong, London and other global exchanges
  • Private equity-backed companies are preparing to go public, with PE firms looking for exit opportunities
  • Stronger regulatory scrutiny — companies must demonstrate sound governance and risk oversight to meet SEC and exchange requirements

In short, the IPO market has not stalled — it’s just evolving. For companies aiming to go public, the challenge is clear: when the right market window opens, they need to be ready.

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M&A: Stronger deal-making activity in 2025

While the IPO market has taken a measured start, M&A activity is moving full steam ahead. The first quarter of 2025 has already seen cross-border deals, private equity buyouts and strategic acquisitions, with overall activity expected to rise 10% this year and a bullish 84% of deal-making executives indicating that they plan to pursue M&A opportunities in the short term.

Several factors are fueling this trend:

  • Corporate acquirers are using M&A to drive growth, particularly in sectors like healthcare, energy and financial services
  • Private equity firms are sitting on record dry powder, with pressure to deploy capital in strategic investments
  • Cross-border M&A is increasing, as companies look for international expansion and supply chain resilience
  • Large firms are consolidating market share, particularly in tech and AI-driven industries

Despite strong deal-making momentum, companies still face challenges in getting deals across the finish line. Regulatory scrutiny, particularly in the U.S. and EU, is higher than in previous years, with authorities closely reviewing major deals for antitrust concerns and foreign investment implications. Additionally, investors and acquirers are more focused on governance and compliance risks, making transaction readiness a key success factor in deal execution.

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Venture capital ready for a significant rebound

While venture capital investment slowed in 2023 and early 2024, 2025 is already seeing signs of a rebound. Later-stage startups and high-growth companies are attracting new capital, particularly in AI, climate tech and biotech.

Key drivers shaping private investment this year:

  • Venture capital is shifting toward quality over quantity, with firms focusing on companies that have strong governance, clear revenue models and scalability
  • Private equity firms are actively deploying capital, targeting companies that need growth funding or are preparing for exit strategies
  • Sovereign wealth funds and institutional investors are ramping up private market activity, particularly in infrastructure and technology investments
  • SPACs (special purpose acquisition companies) are making a quiet comeback, with some firms revisiting this alternative to traditional IPOs

For companies seeking investment rounds, the bar is higher than before. Investors want financial discipline, as well as compliance and governance structures that support sustainable growth. Companies that can demonstrate transaction readiness — from strong board oversight to secure regulatory compliance — will be better positioned to attract capital on favorable terms.

Why transaction readiness matters more than ever

Whether your company is preparing for an IPO, seeking new investors or preparing for a possible acquisition, one theme remains constant: transactions are moving faster and with greater scrutiny than ever before.

As a result, investors, acquirers, and regulators expect strong board oversight, secure data management and compliant governance with clear entity structures. Without these foundations, transactions stall, valuations suffer and opportunities slip away.

The companies that will thrive in 2025 and beyond aren’t waiting for the perfect market conditions, they’re preparing for every opportunity, treating transaction readiness as an ongoing process — not some last-minute dash for the line. From structured board management and governance to entity management and regulatory compliance, those that invest in readiness today will be in the best position to capitalize on tomorrow’s opportunities.

Don’t leave your next growth opportunity to chance. Download our 'Deal-Ready Checklist' or 'IPO-Ready Checklist' to ensure your governance is structured, secure and ready to react when the moment is right.

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