THE DEALMAKING LANDSCAPE: PART 1

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By Lucy Saddleton, Managing Editor

About this three-part webinar series:

In the first installment of The Legal Innovation Forum’s three-part Capital Markets Webinar Series in March 2025, we brought together thought leaders and innovators from both sides of the border to explore the evolving North American market of mergers and acquisitions in an era of political instability, rising interest rates and cost of capital, and the new tariff and trade playbook.

Our attendees heard about the future outlook for global dealflow and gained critical insights into the evolving regulatory state, and an understanding of the most active sectors for deals in 2025.

This panel featured David Felicissimo, general counsel at Valsoft Corporation; Nigel Rughani, VP, corporate development at Vertex; Christine Kim, associate at Clifford Chance; John Clifford, partner at McMillan; and Marshall Eidinger, partner at Bennett Jones; together with our moderator, Andrew Bowyer, founder and CEO at ADB Insights.

This three-part blog series captures the highlights of the discussion in bite-sized blog posts with corresponding video clips.

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THE CURRENT M&A LANDSCAPE

Our speakers began by discussing the current landscape for M&A, noting that 2024 was a strong year for dealmaking in Canada with four consecutive quarters of growth, leading to expectations of continued growth in 2025. However, this trend turned rapidly downwards in Q1, amid tariffs imposed by the new US administration on Canada and other countries.

“There’s really been a chill that’s come to the market in Q1 of this year, and no one’s quite certain what the exit’s going to be from that,” said John Clifford, Toronto-based partner at McMillan.

From the US perspective, Christine Kim, associate at Clifford Chance, noted that dealmakers south of the border are still waiting for the dust to settle on evolving regulations, driven in large part by changing politics. Dealmakers have mixed expectations about the impact of those changing regulations, Kim said.

US BUYERS SEEK CANADIAN ASSETS

With lower prices, lower insurance premiums and less risk, Canadian assets have become more attractive to US buyers. US companies are increasingly eyeing Canadian tech companies, as they are not caught up in tariffs.

Toronto-based partner at Bennett Jones, Marshall Eidinger, noted that he considers assets in three separate buckets from the selling perspective: those that fall within the tariff regime, those that are adjacent, and those that fall outside of the regime.

“To the extent you’re outside of the regime or adjacent, you still look pretty good to buyers,” said Eidinger. “If you’re a high quality asset that’s outside of the regime or adjacent, I think you can expect a lot of demand.” Foreign firms are viewing Canadian assets as quite attractive, and so the high demand is creating auction deals for quality assets, he added.

TECH ACQUISITIONS

On the buying side, Q1 did not bring a slowdown for Valsoft — a Montreal-based company that specializes in the acquisition and development of software companies in vertical markets. With software generally excluded from tariffs, Valsoft has announced some large transactions in the tech sector, notably in the AI and cybersecurity spaces.

“We’re seeing divestitures much more than owner operator entities being sold,” said David Felicissimo, general counsel at Valsoft. “I think that has to do with the regime as well.

“We are seeing some hesitation from US sellers, but nothing that’s caused a rip in our pipeline. Our pipeline has been extremely healthy, but we are seeing owner operators hold on to businesses a bit more,” he added.

Meanwhile, south of the border, tax compliance enterprise software SAS and services company, Vertex Inc., has been busy with corporate development and M&A, with five transactions announced during the past year. The company went public in 2020, expanding the brand and providing the funding for more transactions.

“We’ve been on a tear in terms of trying to continue growing, and building our business since our IPO,” said Nigel Rughani, VP, corporate development at Vertex.

Watch this section of the panel discussion here now: Video time stamps: 8:55 – 22:42

FUTURE OUTLOOK

Our speakers advised businesses to proceed with caution in dealmaking if impacted by tariffs but to look for opportunities if not, suggesting that the current environment may present opportunities for cross-border and domestic deals.

“If you’re cross border, take advantage of the low Canadian dollar value relative to the US,” said Clifford. “If you’re in Canada, it’s probably a good time to do a domestic-to-domestic deal with the lower interest rates. It depends where you are, but there may be opportunities to be had even in the short term.”

Kim emphasized the importance of looking inward and pressure-testing home supply chains to mitigate risks.

“I don’t think the message from this panel is doom and gloom,” said Kim. “I do think it’s wait and see. In addition to looking out, you can be looking in and looking at your home supply chain, and pressure testing that, to see how vulnerable it is to the types of shared around-the-world risks that we’ve been talking about on this panel.”

Eidinger anticipated more market consolidation in areas such as the EV space, noting that there are a lot of charging station providers, but no really large one. Small and medium sized businesses may all join forces to improve cash flow, he suggested.

Rughani and Felicissimo highlighted the continued demand for high-quality assets and the potential for Canadian M&A to thrive in the second half of the year, with increased interest from European players.

Felicissimo anticipated continued opportunities to invest in divestitures from US parents of Canadian subsidiaries. “It’s an opportunity that’s very ripe,” he said.

Watch this section of the panel discussion here now: Video time stamps: 56:10 – 1:00:32

THE DEALMAKING LANDSCAPE: PART 2

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By Lucy Saddleton, Managing Editor

About this three-part webinar series:

In the first installment of The Legal Innovation Forum’s three-part Capital Markets Webinar Series in March 2025, we brought together thought leaders and innovators from both sides of the border to explore the evolving North American market of mergers and acquisitions in an era of political instability, rising interest rates and cost of capital, and the new tariff and trade playbook.

Our attendees heard about the future outlook for global dealflow and gained critical insights into the evolving regulatory state, and an understanding of the most active sectors for deals in 2025.

This panel featured David Felicissimo, general counsel at Valsoft Corporation; Nigel Rughani, VP, corporate development at Vertex; Christine Kim, associate at Clifford Chance; John Clifford, partner at McMillan; and Marshall Eidinger, partner at Bennett Jones; together with our moderator, Andrew Bowyer, founder and CEO at ADB Insights.

This three-part blog series captures the highlights of the discussion in bite-sized blog posts with corresponding video clips.

In association with 

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THE US REGULATORY LANDSCAPE

The second part of this panel recap is focused on the evolving regulatory environment and its impact on the dealmaking landscape. Our panelists agreed that the current regulatory environment adds another layer of uncertainty to the M&A landscape, but also presents opportunities for strategic acquisitions and partnerships.

The US is undergoing significant regulatory changes, creating hesitation among dealmakers. Christine Kim, an associate at Clifford Chance, commented that US analysts and dealmakers are “following flags that have been put in the sand for a number of years” that are not expected to change in the current US presidential administration, making it easier to shape M&A transactions in more sensitive industries. However, she warned that nothing is certain so it’s a good idea to expect the unexpected.

“It puts dealmakers in a really tough spot,” said Kim. “You have to roll up your sleeves and speak to your advisors and take a really hard look at your long stop dates in your transaction agreements. Take a look at how you’re allocating regulatory risk if you’ve got a US player in your transaction,” she advised.

THE CANADIAN REGULATORY LANDSCAPE

Our speakers moved on to discuss the landscape north of the border, where the Commissioner of Competition has demonstrated a willingness to aggressively challenge big deals that have an adverse impact on competition. Moreover, under the Investment Canada Act, very large deals can be reviewed, and a national security review is routinely applied to sectors such as critical minerals and critical technologies.

When the first round of tariffs was announced, Canada’s Minister of Innovation, Science and Industry announced an additional factor that would be considered in a national security review of any transaction – economic security.

“It’s very unique,” said John Clifford, a Toronto-based partner at McMillan. “The focus is whether the proposed investment can undermine Canada’s economic security through the enhanced integration of the Canadian business with the economy of a foreign state.” This is a way to avoid the thresholds that are otherwise needed to apply for a review, Clifford explained, and to protect Canadian businesses from declining valuations which could make them susceptible to opportunistic or predatory investment behavior by foreign investors.

OPPORTUNITIES AMID UNCERTAINTY

Our speakers also discussed the impact of interest rates on M&A activity, with higher rates leading to more divestitures and opportunistic acquisitions of troubled assets.

In the US, tax compliance enterprise software company, Vertex, is approaching the regulatory landscape from the standpoint of being observant and taking advantage of opportunities amid uncertainty.

“I think we’re seeing interest rates play a role in some of the uncertainty, which is keeping the sponsor community on the sidelines from doing deals,” said Nigel Rughani, VP, corporate development at Vertex. “We actually view that as a net positive for strategics like us that can be more proactive in doing deals.” Vertex expects to continue being active in acquisitions.

David Felicissimo, general counsel at Montreal-based Valsoft Corp. commented that the scope for regulatory matters has broadened, especially in Europe, creating additional challenges for investors.

“They’ve extended the scope of what falls under regulatory and what doesn’t,” said Felicissimo, noting that acquisitions for governmental software are now susceptible to regulations.

“We’ve seen a protectionist approach, especially in the US, which has expanded into Europe as well, so anytime there’s a foreign buyer in our last three-to-four deals in Europe last year, it was a sign and close, just because we had to wait to get approvals, and that’s something we haven’t seen in the past.”

Watch this section of the panel discussion here now: Time stamps: 23:20 – 34:20

THE DEALMAKING LANDSCAPE: PART 3

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By Lucy Saddleton, Managing Editor

About this three-part webinar series:

In the first installment of The Legal Innovation Forum’s three-part Capital Markets Webinar Series in March 2025, we brought together thought leaders and innovators from both sides of the border to explore the evolving North American market of mergers and acquisitions in an era of political instability, rising interest rates and cost of capital, and the new tariff and trade playbook.

Our attendees heard about the future outlook for global dealflow and gained critical insights into the evolving regulatory state, and an understanding of the most active sectors for deals in 2025.

This panel featured David Felicissimo, general counsel at Valsoft Corporation; Nigel Rughani, VP, corporate development at Vertex; Christine Kim, associate at Clifford Chance; John Clifford, partner at McMillan; and Marshall Eidinger, partner at Bennett Jones; together with our moderator, Andrew Bowyer, founder and CEO at ADB Insights.

This three-part blog series captures the highlights of the discussion in bite-sized blog posts with corresponding video clips.

In association with 

iManage Logo

HEALTHCARE AND LIFE SCIENCES

The final part of this panel recap examines the landscape for M&A within certain specific sectors. Christine Kim, a US-based associate at Clifford Chance, discussed trends in the healthcare and life sciences sector, including the impact of AI, and the potential for strategic partnerships between big tech companies and biotechs.

2025 is off to a strong start for the healthcare and life sciences sector with around US 18-billion in acquisitions in Q1 – mostly in the form of takeovers. Kim anticipates the US presidential administration will pursue a less aggressive antitrust enforcement agenda in certain spaces including biotechs.

In terms of deal size, Kim noted that last year saw mainly smaller deals, compared to the mega deals of previous years.

“I think it’s TBD whether that short-term trend continues, but maybe it takes some of the pressure off of dealmakers and other constituencies and brings some optionality to the table for these different sizes of deals,” said Kim.

This sector intersects with the tech sector, Kim noted, so AI is expected to stay top of mind as new technologies are folded into the process of drug discovery and development. There is also a growing interest in big AI companies that are pursuing strategic partnerships with biotechs, Kim added.

One potential trend to look out for in this space is companies growing via collaborations, licensing or strategic partnerships.

“We’ll see what 2025 brings, but I would not be surprised if we saw more of those alternatives to M&A,” said Kim.

ENTERTAINMENT

Marshall Eidinger, a Toronto-based partner at Bennett Jones, highlighted the growth in the entertainment sector, with increased interest from European and US buyers, as media and gaming companies are staying outside of the tariff regime.

“With the exception of a few household names in Canada, the bidders I generally see are European and US,” said Eidinger. “I think that’s a factor of FX [Foreign Exchange], a factor of dry powder, I think a little bit of a factor of sophistication.” As these companies come to market, they will continue to sell, Eidinger predicted, while companies impacted by the tariff regime will struggle.

AUTOMOTIVE

The discussion moved to the automotive sector, which is expected to be particularly hard hit by the current tariff environment.

“You see reports that it’s going to be worse for the industry than COVID was, and worse than the semiconductor crunch was,” said John Clifford, a partner at McMillan in Toronto. “Overall, it will have a great chill on M&A activity in the automotive sector in the near term.”

Clifford commented that the tariff impacts are being experienced at a time when the industry is going through a period of existential change and new market entrants, as manufacturers move away from combustion engines to electric vehicles, requiring an immense amount of capital. The tariffs have further destabilized the industry in this period of change, potentially leading to accelerated industry consolidation, Clifford predicted.

The shifting tariff structure may also affect planned investments in electric vehicles as investors rethink their plans, potentially resulting in opportunistic acquisitions of troubled assets, Clifford suggested.

TECHNOLOGY

David Felicissimo, general counsel at Montreal-based Valsoft Corp., discussed the impact of AI on traditional software products, the potential for disruption, and the need for businesses to adapt or face competition from new AI-based products.

Felicissimo has seen a lot of movement in the AI and cybersecurity space as well as software that supports the automotive industry, and software for healthcare. AI valuations are currently very high so Valsoft is looking less towards acquisitions in that space, and more towards building it in-house.

“I think businesses are either going to adapt, or potentially we’ll see what we call a milk out,” said Felicissimo. “They’ll basically milk it out as much as they can and the next generation of products will be AI based.”

As a tax compliance enterprise software company, US-based Vertex Inc. continues to focus on assets that offer enabling technology, such as AI, to provide operational efficiencies and the opportunity for an improved customer experience for clients. The company is also interested in product acquisitions that will expand its geographical coverage.

“I think companies are spending on AI, not just organically, but also inorganically, and that was certainly evidenced by the recent acquisition by ServiceNow of Moveworks, which is more or less an agentic AI business,” said Nigel Rughani, VP, corporate development at Vertex.

Watch this section of the panel discussion here now: Video time stamps:35:15 – 56:00

McMillan Partner, Sasa Jarvis, Unpacks the Future of Canada’s Cirtical Mineral Mining Sector

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By Lucy Saddleton, Managing Editor, ADB Insights

International trade restrictions and polices are changing the landscape for mining in Canada and around the world — particularly with regard to the critical mineral sector. With China recently placing restrictions on critical minerals including tungsten, molybdenum and indium, demand is rising as industries dependent on these metals struggle with supply chain challenges. 

Canada is seeking new trading partners amid new policies which have pushed up prices for US businesses investing in Canadian minerals.

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“I think that Europe is going to end up being a key trading partner for Canada,” said Sasa Jarvis, a partner at McMillan LLP. “They’re another region that is trying to push ahead with an energy transition, trying to build electric vehicles and expand their electric grid.” Jarvis focuses her practice primarily on capital markets and securities — specifically mining.

Earlier this month, the US started applying a 25 per cent tariff on imports of steel and aluminum products from all countries, including Canada, so major producers such as Rio Tinto will also be forced to seek out new markets outside the US.

During a recent podcast interview with The Legal Innovation Forum, Jarvis discussed key drivers and trends at play in the critical mineral mining sector — and the broader mining sector — in Canada and globally, and she discussed the impact of the current trade war. She also shed light on how capital markets are viewing investment opportunities in Canada, and revealed her outlook for the future of the mining industry.

JURISDICTIONAL DIFFERENCES

Different Canadian provinces are at varied stages in presenting themselves as an attractive investment opportunity for mining investors, with British Columbia still lagging behind Saskatchewan, according to Jarvis. Saskatchewan is home to 27 of the 34 critical minerals on Canada’s list, and the province boasts the world’s largest deposits of potash and high-grade uranium.

However, BC is looking to make significant investments to raise its profile for investors.

“My view is that the recent discussions or threats from the United States are actually creating some political willpower to prioritize investment in natural resources in BC,” Jarvis said. She referenced comments from BC Premier, David Eby, about plans to fast-track a series of projects, including 18 mine expansions and other natural resources projects focused on natural gas around renewables.

While the political focus in BC has historically not been on mining, but rather on environmental protections, this is slowly starting to change.

BC has also taken an important step by entering into an impact assessment cooperation agreement with the federal government which is intended to address parallel permitting requirements and reduce inefficiencies. This will reduce permitting times, and allow for a lot more activity within BC — and potentially make it easier to raise capital to fund mining projects, Jarvis said.

Other provinces are also trying to create a strategy around critical minerals. For example, Alberta made a recent push to sustain regulation through The Mineral Resource Development Act, which gave authority to the Alberta energy regulator over minerals.

Capital Markets

The Canadian federal government’s use of national security review powers under the Investment Canada Act has impacted foreign investment, particularly from China. More recently, Canada has refined its position on Chinese investment while expanding its foreign investment review powers, potentially requiring pre-filing of transactions, which could slow down investment processes and increase uncertainty, Jarvis noted. .

“Certainty drives investment decisions, and a lack of it is going to impact that, so the federal government has kind of created a little bit of uncertainty if you’re looking at Chinese investment,” said Jarvis.

Canadian exploration projects can access domestic capital through a flow-through regime which offers tax incentives but this is unlikely to sufficiently develop capital markets, so international investment will be incredibly meaningful for the future, Jarvis said.

The mining industry in Canada consists of a wide range of players, from small, high-risk exploration companies to large, established mining corporations like Teck and Rio Tinto. While institutional investors are drawn to companies with operating assets and steady cash flow, Jarvis noted that the real challenge lies in supporting early-stage companies that operate on tight budgets and rely on volatile financing to make discoveries.

Since exploration is essential for future development and production, the focus for Canadian governments should be on regulatory and financial support to ensure these smaller companies can continue to drive the industry’s long-term growth, in Jarvis’ view.

“I don’t think the appetite for institutional investors is ever going to switch to that high-risk investing, but those explorers are still vital because if we don’t have exploration, we’re not going to get to development, we’re not going to get to production,” she said.

Canada’s flow-through regime is a valuable way to encourage investors. The federal government has recently proposed to extend the 15 percent Mineral Exploration Tax Credit for investors in flow-through shares for an additional two years, until March 31, 2027.

Different provinces will also have their own tax credits. For example, Quebec is known for being very supportive of mining, with a policy that allows investors to deduct up to 120 percent of the cost of certain exploration expenditures, 

Ontario also has a flow-through share tax credit with a five percent credit for projects in the province. 

THE FUTURE OF MINING

Jarvis hopes to see a reduction in permitting time from 12 to 15 years down to five years, which would offer the opportunity to invest either at the asset level or to invest in a Canadian company with Canadian projects. This would reduce volatility for smaller mining companies.

“When you have a Canadian company going from exploration to development to production, you give those tax incentives to Canadians, you get Canadian investment in, and you support Canadian infrastructure development, it’s going to be important for the operation of that mine,” said Jarvis. “You create Canadian jobs, you secure Canada’s supply chain for these minerals and for critical minerals that are going to be so fundamental to other Canadian industries. That’s where I think that there’s an opportunity in that two-to-five year period to really develop the country by developing our natural resources.”

If Canada can build the infrastructure to be in control of our own supply chain and produce the metals essential for the production of everything from refrigerators and smartphones, to semiconductors and cars, it will put the country at a huge economic advantage.

“Every aspect of our lives is impacted by mining, and so to the extent that we can actually have production in Canada of the materials that we need, and supply our own minerals, our own metals, I think that’s going to be a game changer,” said Jarvis.  

 

Bruce Chapple Steers McMillan to Success in Tumultuous Times

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By Lucy Saddleton, Managing Editor, ADB Insights

Since joining McMillan LLP 30 years ago, Bruce Chapple has watched the firm evolve from a single-city firm, serving the Canadian market entirely from its Toronto base, to expanding its reach across the country, opening offices in Montreal, Calgary, Vancouver and Ottawa. Driven by client needs, together with a series of mergers, the expansion allowed the Canadian business law firm to broaden its expertise and offerings across the country — and internationally.

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“One of the evolutions I’ve seen over the last 30 years is that the world is more complicated across geographies, be they provinces, countries, continents, and so there’s a lot more interaction needed,” said Chapple, who stepped into the role of CEO and managing partner on July 1, 2024.

Deep Industry Knowledge

Chapple brings a deep knowledge of the firm and its strategy to his role; he previously held a wide range of management roles at McMillan. As chief firm partner, he promoted integration between the different firms that had merged over the years to ensure they were aligned and collaborating in their approach. This “one office” mantra continues to give McMillan a competitive advantage. 

Another of Chapple’s previous roles was chief finance partner, which involved collaborating with the firm’s chief financial officer and delivering feedback from the partnership to the finance side of the business. He has also been a member of McMillan’s Professional Services Committee, which does associate reviews, and he chaired the Allocation Committee, which is responsible for partner compensation. 

During a recent podcast interview with The Legal Innovation Forum, Chapple shared his views on the unique nature of doing business in Canada. Despite regional differences, Canadian businesses across the country tend to have a lot in common, he noted.

“We are generally people that want to be fair. We are generally people that are ambitious but perhaps more humble about that ambition. We are people that want to do things professionally and do it in a legally compliant way.

In this tumultuous time with the new US president, I think Canadians are doubling down, or perhaps rediscovering all the stuff that makes us more similar than different. I hope we can use that as a point of pride going forward,” said Chapple. 

The Path Ahead

In 2024, McMillan grew by 10 percent through partner hires, and Chapple hopes to continue on this growth trajectory to further boost efficiency, increase specializations and technology adoption, and take on more clients. 

The firm prides itself on being a people-focused business with an emphasis on training and developing people throughout their careers. This includes formal and informal training as well as mentoring programs, with a focus on bridging the gap between different generations in the workforce to ensure smooth communications within offices and across different provinces.

Chapple also spoke about the rise of AI, calling it “just a really steep part of the curve of change.”  While he is very mindful of the potential risks, he chooses to see AI as a huge opportunity for the legal industry, noting the immense time-saving benefits and added value it provides. Chapple is confident that AI will not take away the human role in the legal profession. Rather, it will allow more time for building client relationships and it will present more data which lawyers can use to give better advice in a shorter period of time. 

McMillan plays a vital role in helping organizations identify existential risks that are specific to each individual industry.

“GCs don’t often call us and say, ‘what’s the really big opportunity around the corner that we haven’t thought of?’ They do ask us, ‘what’s the risk around the corner we haven’t thought of?’ and so it is fun to be able to talk to different businesses and get that perspective,” Chapple said.  

In the current political climate, Chapple and his team are paying close attention to threats from US tariffs, for example, and monitoring changing regulations within different markets, to ensure they are giving the most up-to-date advice to their clients. Keeping an ear to the ground allows Chapple and the McMillan team to be fully prepared for changing market dynamics that may impact the organizations they serve.

When it comes to giving advice to clients, Chapple’s mindset has shifted over the decades away from simply aiming for a perfect legal analysis at all costs, to more of a risk analysis and consideration of different paths.

“We pride ourselves on our quality, but we also pride ourselves on being responsive to what clients need in a particular circumstance, and I think that’s an evolution of the industry over time,” he said.

Embracing innovation + Seizing Opportunity

McMillan is known for rapidly introducing new business groups to serve the changing needs of the market. For example, the firm was one of the first movers in the cannabis space when it was legalized in Canada, growing a robust practice from the ground up in a short space of time. The firm also developed a construction law group with a dedicated team that is now one of the best known construction law groups at any firm across the country. 

Beyond this, the firm boasts a trade law group, based in Ottawa, which is extremely active amid the current cross-border trade war challenges.

“A year ago we said, with this uncertainty in the US, this is one area where we know there’s going to be action, and so let’s make sure we have the resources in that group. Let’s make sure they’re supported, and let’s promote them. It’s played out exactly as we expected,” said Chapple. 

The firm even has an innovation group which is primarily focused on opportunities around generative AI. The current goal, Chapple said, is to be a rapid follower of the latest technology. The group is testing and poised to launch new products, but mindful of avoiding risk for clients. 

 “A lot of our clients are very cautious about the use of generative AI. A lot of counsel guidelines actually prohibit it without consent, and the concern is, of course, privacy, confidentiality, and information getting out, so we’re exceedingly careful to make sure we are complying with those guidelines and not divulging any information,” Chapple said. 

Looking to the future, Chapple predicts that continual, rapid technology adoption will upend the legal ecosystem over the next two-to-five years, while clients will continue to have increasingly diverse needs and demands.

“We are responsive to what the clients want. If it’s a big team, get it done quickly. We’ve got that capability. If it’s a lean team, be cost effective. If you talk to us about lower cost but perhaps higher risk paths, we’re happy to do that. Some clients want us to adopt AI very quickly. Others want to be very cautious… It’s about being ready for a wider variety of what clients want.”