May 01, 2019

New ABA book provides guidance for navigating the M&A process

CHICAGO, May 1, 2019 — The American Bar Association Business Law Section has published a new book titled The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors” that gives directors, management and legal and financial advisors a framework for providing effective oversight of merger and acquisition deals. The book is a project by the Business Law Section’s Joint Task Force on Governance Issues Arising in Business Combination Transactions and the Mergers and Acquisitions and Corporate Governance Committees.

By exploring the important aspects of a good board process and describing the practical implementation of the directors’ legal duties, this handbook will provide invaluable guidance to boards and management, and the lawyers and bankers advising them, as they plan for and oversee M&A transactions. Concise and practical, this roadmap provides clarity and insight into the complex process of M&A transactions and outlines the courts’ expectations of both the target and the buyer board at key points in the M&A process. In addition, the book discusses:

  • Key governance issues in M&A and the board’s central role in the M&A process
  • Identifying and managing conflicts
  • Exploring strategic alternatives, including preparing for a potential transaction and dealing with the pressure to sell
  • Board process in engaging deal counsel and financial advisors, and key components of the sales process
  • Negotiation of confidentiality and standstill agreements
  • When and how to form a special committee
  • The board’s continuing role after signing and before closing

 “The Role of Directors in M&A Transactions” was edited by:

  • Diane Holt Frankle, retired partner with Arnold & Porter Kaye Scholer LLP. Her M&A career includes over 100 deals, valued at more than $12 billion, with a wide variety of technology, life sciences, health care and education companies. As a senior governance advisor, she provides boards and management corporate governance advice.
  • Michael J. Halloran, partner of Halloran Farkas + Kittila LLP. He has spent most of his career working on M&A transactions, including as general counsel of Bank of America, where he completed 29 acquisitions. He has also served as counselor to the chairman and deputy chief of staff of the Securities and Exchange Commission.
  • Lawrence A. Hamermesh, professor emeritus at Widener University Delaware Law School and executive director of the University of Pennsylvania Law School Institute for Law and Economics. He is the reporter for the Business Law Section’s Corporate Laws Committee, which handles drafting and revision of the Model Business Corporation Act.
  • Patricia O. Vella, partner of Morris, Nichols, Arsht & Tunnell LLP, where she provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Vella is often called to advise on mergers and acquisitions, financings, asset sales and other significant transactions.

Title:      The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors
Publisher:        Business Law Section
Pages:             384
Product Code: 5070768
ISBN:               978-1-64105-415-7
Size:                7x10
Binding:           Paperback
Price:                $79.95
Orders:             800-285-2221 or ShopABA.org

Editor’s note: Author interviews and review copies of this book are available by emailing Katrina Krause at Katrina.Krause@americanbar.org. If you publish a review of this book, please send tear sheets or a copy for our files to Katrina Krause, ABA Business Law Section, 321 N. Clark St., Chicago, IL 60654.

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