The Directors' Series
Transformational transactions – The board’s role: Thursday, April 11, 2013
In the face of growing market volatility and economic dislocation, large transformational transactions, be they defensive or offensive are increasingly prominent on board agendas. The challenge for the board members is ensuring 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 going through a multi-stage approval process and looking to the board for initial reactions. As they proceed through any type of transformational transaction, board members should ask themselves the following questions:
- Have we ensured Management’s proposed transactions align with both corporate strategy and risk appetite?
- Are we confident that Management will walk away if 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 on 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. The April 11, 2013 session of the Directors’ Series will focus on these and other emerging issues in the ever changing area of corporate governance.
Our panel includes:
- 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
Please note that presentations will be delivered in English. Discussions will be in both English and French.
For directors who hold the ICD.D certification from the Institute of Corporate Directors, the Directors College C.Dir. designation from McMaster University, or the Acc.Dir. accreditation from ICSA Canada, participation in a Deloitte Directors' Series session counts as a two-hour credit towards their continuing education requirement. The session also counts as a two-hour credit towards the ASC designation for the Collège des administrateurs de société.