M & A issues raise the governance bar: board members operating in this more stringent era should apply their experience and counsel to help their companies improve the likelihood of acquisition success.

Summary

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Boards of Directors - Merger and acquisition

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M & A issues raise the governance bar: board members operating in this more stringent era should apply their experience and counsel to help their companies improve the likelihood of acquisition success.

Governance responsibilities for boards of directors have expanded significantly in merger and acquisition activities--moving well beyond simply obtaining a fairness opinion to being entrusted with evaluating strategic rationales and reviewing the adequacy of post-acquisition planning.

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Directors are being held to this higher level of governance, both in the courts and by new legislation such as The Sarbanes-Oxley Act of 2002. This is a reaction to behavior at the peak of the financial cycle--the rising stock market, bursting bubble, accounting restatements and weak governance--that eventually retreated, revealing the probl...

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