BarbriSFCourseDetails

Course Details

This CLE course will guide deal counsel in evaluating, managing, and mitigating corporate governance risks when undertaking an M&A transaction. The panel will discuss best practices during due diligence, deal execution, and post-merger integration to protect shareholder interests.

Faculty

Description

Mergers and acquisitions are one of the most strategic decisions a company can make and effective corporate governance plays a crucial role for ensuring that a transaction aligns with the long-term interests of the company and its stakeholders. Corporate boards of directors and their counsel must take seriously their responsibility to ensure compliance with federal and state laws, including board fiduciary duties. For boards of companies evaluating or undertaking an M&A transaction, effective corporate governance practices are critical to ensure a successful deal and minimize the risk of litigation or an investigation.

Directors have a duty to ensure that solid corporate governance practices are in place before, during and after the completion of an M&A deal, from establishing the M&A strategy and evaluating how that strategy will affect executive compensation; to communicating with potential targets, obtaining shareholder approvals, and securing SEC approval; to reconciling compliance and governance policies post-integration.

Listen as our authoritative panel examines the key corporate governance considerations for deal counsel advising boards of directors evaluating or undertaking an M&A deal. The panel will discuss best practices for protecting shareholder interests before, during, and following the transaction.

Outline

I.                   Recent case law and regulatory developments impacting corporate governance in M&A transactions

II.                 Governance best practices

A. When evaluating the deal

B. During deal execution

C. During post-merger integration

III.               Practitioner pointers and key takeaways

Benefits

The panel will review these and other key issues:

  • What lessons can deal counsel glean from recent cases addressing corporate governance in the context of M&A deals?
  • What policies and procedures should directors and their counsel observe during due diligence to evaluate and manage corporate governance risks?
  • What is the board's role during and after the M&A transaction to ensure effective corporate governance?