The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors

    The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors

    The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors

    Diane Holt Frankle, Michael J. Halloran, Lawrence A. Hamermesh, and Patricia O. Vella, Editors

    Available April 2019

    A project by the ABA Business Law Section Joint Task Force on Governance Issues Arising in Business Combination Transactions and the Mergers and Acquisitions and Corporate Governance Committees, this Handbook gives directors, management, and legal and financial advisors a framework for providing effective oversight of M&A deals. Additionally, it is a valuable roadmap for establishing good board process for M&A transactions, and outlines the courts’ expectations of both the target and the buyer board at key points in the M&A process.

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    The board of directors must provide oversight at every key step of the M&A process. By exploring the important aspects of a good board process and describing the practical implementation of the directors’ legal duties at various points during the process, The Role of Directors in M&A Transactions will provide invaluable guidance to boards and management, and the lawyers and bankers advising them, as they plan for and oversee M&A transactions.

    Written by veteran M&A practitioners with experience in dealing with the myriad governance issues that develop in M&A transactions, this indispensable guide 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
    • And much more

    This Handbook gives directors, management and legal and financial advisors a detailed framework for providing effective oversight of M&A deals, as well as a roadmap for establishing good board process for M&A transactions, and outlines the courts’ expectations of both the target and the buyer board at key points in the M&A process.

    Product Details

    ISBN

    9781641054157

    Page Count

    384

    Product Code

    5070768

    Trim Size

    6x9

    Publication Date

    4/26/2019 12:00:00 AM

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