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Barcelona set the stage for a dynamic exchange of ideas at the IBA’s 9th Mergers and Acquisitions in the Technology Sector Conference on 12 and 13 March 2026, where leading dealmakers and legal practitioners from across the world gathered to explore the evolving landscape of tech M&A. Set in one of Europe’s fastest-growing innovation hubs, the discussions went beyond theory and focused on what really matters in today’s deals – from structuring transactions and managing risk to integrating fast-moving tech businesses. This publication captures key insights from the conference, as observed by Elizabete Bartansone, Senior Associate at VILGERTS.

• Is the Market Shifting from Completion Accounts to Locked Box Structures? While practitioners have traditionally relied on completion accounts, as market participants are more familiar with this mechanism, recent practice suggests a gradual shift – especially in the sale of lean technology companies – towards increased use of locked box structures. That said, the choice between the two mechanisms remains largely sector-agnostic and is instead driven by factors such as competitive auction dynamics, private equity involvement, transaction structure, and regional practice.

Carve-out transactions continue to rely almost exclusively on completion accounts, and hybrid approaches are becoming more common. Jurisdictional differences are also notable: while locked box structures are widely used in Europe, they remain relatively uncommon in the US and Canada. From a practical perspective, one of the key advantages of the locked box is price certainty at signing and reduced post-completion complexity. In contrast, completion accounts frequently give rise to post-closing disputes, often centred on accounting interpretations and requiring expert involvement. By comparison, disputes under locked box arrangements appear less common, suggesting that – where appropriate – they may offer a more predictable and dispute-averse framework for allocating working capital risk

• Is Culture the Missing Piece in Tech M&A Success? In the context of tech hubs and M&A activity, industry practitioners increasingly highlight that execution risk remains significant, with Marc Jordana, founder of Norrsken Barcelona, noting that up to 90% of technology M&A deals fail to deliver the expected outcomes. A key reason lies in the nature of what is being acquired: as Eduardo Sánchez-Colorado, founder and CEO of Lidl International Hub, Barcelona, emphasises, acquiring a tech company is not merely a financial transaction but also an acquisition of culture. Larger players often underestimate this dynamic, attempting to impose their structures and processes on smaller, innovation-driven targets – an approach that can ultimately undermine the very qualities that made the target valuable in the first place and contribute to deal failure. Successful integration, therefore, requires a more nuanced approach, supported by strong legal teams that understand and can accommodate the needs of creative, fast-moving startups. Crucially, legal advisors themselves must possess a high level of technological understanding, enabling them to effectively communicate with founders and provide comprehensive, context-aware guidance throughout the transaction and integration process.
• What Does It Take to Successfully Integrate a Tech Unicorn? The acquisition of Barcelona-based legal tech unicorn vLex by Clio offers a compelling case study in buy-side strategy and post-acquisition integration within tech hubs. The $1 billion transaction – one of the largest in legal tech history – was driven by a clear strategic vision: combining Clio’s strength in legal practice management with vLex’s advanced legal research capabilities and AI-driven tools, particularly its flagship product, Vincent AI. This reflects a broader trend in tech M&A where buyers seek not only market expansion, but also technological convergence – bringing together complementary platforms to create integrated, end-to-end solutions. Notably, the process itself was highly complex and cross-border, coordinated centrally by Clio’s in-house legal team, which managed multiple external legal and expert teams across 12 different jurisdictions – highlighting the increasing importance of strong internal legal leadership in global transactions.

Importantly, the transaction also highlights execution challenges typical in such deals. Beyond financial and technological synergies, success depends on effectively integrating teams, products, and market positioning – particularly when scaling from a strong regional player into a global platform. The Clio–vLex case therefore demonstrates that successful acquisitions in tech hubs require not only capital and ambition, but also a clear integration narrative, strong technological understanding, and the ability to translate innovation into scalable, client-facing solutions.

• What Every M&A Lawyer Needs to Know About AI Risks? As AI becomes increasingly embedded in business models, M&A lawyers must develop a more nuanced understanding of the specific risks it introduces – particularly in the areas of intellectual property, data protection, and regulatory compliance. A key priority is assessing the target’s IP position, including ownership of AI outputs, protection of trade secrets, and risks of data leakage. This extends to scrutinising the datasets used to train AI systems, as well as the use of publicly available third-party data, which may still raise legal and reputational concerns. From a data protection perspective, it is essential to distinguish between data used for training and data processed during deployment, and to ensure that a valid legal basis exists for such use. Recent litigation, such as the case brought against Meta regarding the use of publicly available data for AI training, illustrates the evolving legal landscape – where courts may accept “legitimate interest” as a basis, but the boundaries remain actively debated, including in the context of potential GDPR reforms.

Beyond data, ethical considerations and governance frameworks are becoming increasingly relevant, with many companies expected to adopt internal AI policies addressing responsible use, transparency, and accountability. At the same time, the physical and infrastructural demands of AI – particularly the significant energy requirements of data centres – are beginning to intersect with ESG considerations and regulatory scrutiny. In transactional practice, these risks are reflected in both due diligence and representations and warranties (R&W). While the overall M&A framework remains unchanged, technology-specific diligence (TDD) has become more critical, focusing on issues such as model performance, training adequacy, licensing, and compliance. In practice, sellers are often reluctant to provide broad warranties on full legal compliance of AI systems, given the uncertainty in the regulatory environment; instead, more limited, knowledge-qualified assurances – such as the absence of known breaches, regulatory sanctions, or third-party claims – are more realistic. Insurance solutions may cover certain identified risks but typically exclude known issues and future developments.

Overall, AI has not fundamentally altered M&A transactions, but it has reshaped the risk landscape. The key challenge for lawyers is not only to identify whether AI is used, but to critically assess how it is trained, governed, and deployed – ensuring that legal, technical, and ethical considerations are properly reflected in diligence, risk allocation, and transaction documentation.

• Is Defence Tech the Next Big Frontier in M&A? The defence technology sector is undergoing rapid transformation, presenting both significant opportunities and notable market shifts. According to Alex Skubenko (MITS Capital, Kyiv), the space is experiencing a surge in innovation, with a growing number of new technologies entering the market. At the same time, geopolitical developments are reshaping priorities, with the Baltic region identified as a key focus area for 2026, as highlighted by Oksana Vakshynska (Farsight Vision). More broadly, Europe is seeing heightened activity in defence tech investment and collaboration.

However, alongside these opportunities, companies are increasingly concerned about technology theft and the protection of sensitive innovations. Regulatory developments are also evolving: Ukraine, for instance, has now enabled the export of defence technologies, subject to licensing requirements and typically facilitated through designated export entities – marking an important step in integrating its defence tech ecosystem into global markets.

Looking ahead, a major trend in defence M&A is the shift towards dual-use and advanced technologies, particularly the integration of drones with complementary systems and the growing role of AI. Notably, private equity investors are showing reduced appetite for traditional “hard-kill” weapon systems, instead focusing on technologies that enhance intelligence, surveillance, and operational efficiency without direct lethal application. This reflects a broader repositioning of the sector towards innovation-driven, scalable, and ethically aligned solutions.

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The 2026 tech M&A landscape is increasingly shaped by AI, infrastructure, and changing deal dynamics. While M&A globally remains fundamentally the same, it is increasingly sparking discussions around new risks, technologies, and regulatory challenges. AI is transforming legal work, risk assessment, and due diligence, while raising complex questions around data, ownership, and regulation. Together, new trends are redefining how M&A transactions are structured, negotiated, and executed.