Corporate Governance in M&A Deals: Protecting Shareholder Interests, Avoiding Litigation and Investigations

Assessing and Managing Governance Issues During Due Diligence, Deal Execution, and Post-Merger Integration

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, September 3, 2015

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar 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.

Description

In light of heightened government and shareholder scrutiny of public companies and an evolving regulatory environment, corporate boards of directors are taking 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.

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Outline

  1. Recent case law developments impacting corporate governance in M&A transactions
  2. Governance best practices
    1. When evaluating the deal
    2. During deal execution
    3. During post-merger integration

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?

Faculty

Nicholas O'Keefe
Nicholas O'Keefe
Partner
Arnold & Porter Kaye Scholer

Mr. O’Keefe has 20 years of corporate law and M&A experience, with an emphasis on buy-side and sell-side work...  |  Read More

George Chin
George Chin
North America Managing Director, Transaction Services
Resources Global Professionals

Mr. Chin specializes in strategy, corporate development, mergers & acquisitions, divestitures, due diligence,...  |  Read More

Jeff Barlow
Jeff Barlow
Senior VP - General Counsel
Molina Healthcare

Mr. Barlow focuses on enterprise legal oversight; SEC reporting and registration; litigation; corporate governance and...  |  Read More

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