Governance Challenges 2016: M&A Oversight

In brief: Mergers and acquisitions (M&A) are an inevitable part of any twenty-first-century company’s journey, with each phase of a transaction requiring significant board input and oversight. This 2016 edition of Governance Challenges combines guidance from five NACD strategic content partners—Heidrick & Struggles, KPMG Board Leadership Center, Marsh & McLennan Companies, Pearl Meyer, and Sidley Austin—to address the importance of early board engagement in strategy, the need for proactive dialogue with all key stakeholders, and the imperative to balance short-term and long-term goals throughout the M&A process.

How boards can use this resource

• Identify “drive and drag” factors that can advance or delay transaction results.
• Monitor key aspects of the due diligence process before approving the deal.
• Understand the tax implications of a prospective transaction.
• Consider exposure to risk from antitrust liability, cybersecurity, and environmental liability.
• Select and retain talent and adjust compensation arrangements during leadership changes.

Most relevant audiences: M&A committee members, audit committee members, compensation committee members, risk committee members