Deals Under Pressure: M&A in a Volatile Crypto Market

Crypto M&A is surging as crypto prices decline—a mix that can turn signed deals into battlegrounds.

In Q3 2025, M&A deal values jumped more than 3,300% year-over-year, and the industry notched 217 transactions in the first three quarters of 2025 alone, roughly double the same period in 2024. Deal activity is so far expected to continue apace into Q4. Yet this wave of deal activity now confronts weakening prices. Over the past month and a half, Bitcoin has fallen more than 25% from its all-time high in early October. Analysts warn that macroeconomic conditions and other crypto-specific forces could trigger a deeper correction across digital-asset markets.

That combination—falling prices and rising deal volume—can put pressure on existing transactions, especially in the crypto sector. Certain crypto service providers could face waning business prospects.  And unlike most sectors, crypto-related companies often hold significant digital-asset “treasuries,” meaning their valuations fluctuate not only with demand for their products or services, but also with token prices. As those prices drop, treasuries shrink, growth initiatives get cut, and counterparties may become distressed mid-deal. At the same time, new distressed sellers may enter the market, causing buyers to rethink their objectives. Whether a buyer can walk away can then become a dispute.

We’ve seen this story before. And not just in digital assets. When markets plunged in early 2020 as COVID hit, both buyers and sellers came to regret deals negotiated before COVID. Lawsuits quickly ensued, with buyers seeking to enforce rights to avoid deals and sellers seeking to enforce closings. Quinn Emanuel served as lead trial counsel in the first two such cases to reach trial.

In the first trial, we prevailed for the buyer, securing the right to walk away from an acquisition after the seller altered its hotel operations in a way that breached the agreement. That breach excused our client from closing a $5.8 billion deal. The court ordered the return of a $586 million deposit, plus more than $33 million in legal fees and costs and more than $30 million in interest.

In the second trial, we secured a complete victory for the seller. The buyer attempted to walk from a $550 million transaction after causing its own financing to fail, but the court rejected the effort. Calling the bid “buyer’s remorse” and a “victory for deal certainty,” the court established a leading precedent under Delaware’s prevention doctrine, holding that a buyer cannot escape a deal when it causes its committed financing to fail.

It is too early to know whether recent market swings are temporary or the beginning of a longer downturn. But if prices continue to decline and deal activity remains high, it sets the stage for a COVID busted-deal sequel, this time in crypto.  When M&A counterparts hit these kinds of crossroads, early legal involvement can protect clients even before a dispute crystallizes. Counsel experienced in contested M&A can evaluate agreements, diligence checkpoints, and communication strategy, and can assess generally which exit ramps remain open—and how to use them or close them.