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

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.

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

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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

Editors

Diane H Frankle, Lawrence A Hamermesh, Michael J Halloran, Patricia O Vella

Publishers

ABA Publishing

ISBN

9781641054164

Product Code

5070768EBK

Publication Date

4/26/2019 12:00:00 AM

Resources

Book Review

About the Author

Sample Chapter

Preface

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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

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