Transformational transactions – The board's role
April 11, 2013

In the face of growing market volatility and economic dislocation, large, transformational transactions, both defensive and offensive are assuming increased prominence on board agendas. The challenge for the board members is how to ensure they “get it right” in terms of both shareholder value creation and risk management.

For companies that are in serial acquisition mode, an ongoing dialogue with management is key, particularly as management may be looking to the board for initial reactions or going through a multi-stage approval process. As they proceed through any type of transformational transaction, questions boards should ask themselves include:

  • Have we ensured that the transactions proposed by management align with both corporate strategy and risk appetite?
  • Are we confident that management has the will to walk away if the key non-negotiables are absent from the deal?
  • Are we confident that management has the capacity to make good on the transaction, with effective execution and integration?

At the same time they are addressing these questions, boards cannot neglect due diligence for the transaction and related reps and warranties.

Notwithstanding their right to rely on the advice of legal experts, directors still must understand the key issues and ask the right questions in these more arcane areas. This session focuses on these and other emerging issues in this ever changing area of corporate governance.

Panelists

  • Paul Cantor – Senior Advisor, Bennett Jones, and Chair, Global Risk Institute in Financial Services
  • Stan Magidson – President & CEO, Institute of Corporate Directors
  • Eileen Mercier – Chair, Ontario Teachers’ Pension Plan
  • Frank Vettese – Managing Partner and Chief Executive, Deloitte
  • Don Wilkinson – Vice Chair, Deloitte

Handout

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