Director Roles in M&A Transactions
October 10, 2019
M&A transactions are complex and typically involve a lengthy process. They involve significant decisions about business strategy and deal execution. All of these decisions require board oversight. Indeed, the board is the final decision-maker on whether the proposed transaction is in the best interests of stockholders.
Corporate governance issues – that is, issues for which the board of directors must provide oversight – arise at every step of the M&A process:
- How should the board exercise its oversight role and what are its key duties in an M&A transaction?
- How does the board identify and manage conflicts of interests of directors, management, or major stockholders?
- What types of advisors will the board require and when?
- What types of processes should the board implement to consider the M&A transaction?
- What are the key first decisions to start a sales process, and what factors should the board consider in making the decision to explore strategic alternatives?
- What issues should a buyer board focus on in deciding whether to pursue an acquisition?
- What should a sales process look like?
- What are the board-level issues in the various deal agreements?
- What happens after signing and before closing – what is the board’s continuing role?
Our experienced panel will focus on ten important areas where board oversight is crucial and case law demonstrates a need for attention by both advisors and board members. This program will review key process tips to encourage best practices in board oversight of M&A deals, and provide practical advice on the common issues faced by buyer boards and target boards and their advisors in both public and private company transactions.
This program will also introduce The Role of Directors in M&A Transactions – A Governance Handbook for Directors, Management and Advisors. This Handbook is the result of the efforts by the members of a Joint Task Force of the Mergers and Acquisition Committee and the Corporate Governance Committee of the American Bar Association Business Law Section. That Joint Task Force, co-chaired by four veteran M&A practitioners with deep experience in dealing with the governance issues that arise in M&A transactions, and comprised of deal lawyers from across North America, has produced a timely and valuable resource, which will be used by many directors and M&A lawyers in both public and private company acquisitions to assure proper board oversight of these transactions.
- Lawrence A. Hamermesh (moderator), Widener University Delaware Law, Wilmington, DE
- Diane Holt Frankle, Arnold & Porter, Palo Alto, CA
- Michael J. Halloran, Halloran Farkas + Kittila LLP, Menlo Park, CA
- Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE
Members of the Business Law Section may access the audio, program materials, and video from this program. Log in using your email address. CLE credit is only available to those attending the live programs.