CHAPTER 8The Director’s Role in M&A

I hear and I forget. I see and I remember. I do and I understand.

—Confucius

While boards are responsible for reviewing and approving strategic plans and for making strategic decisions, in most cases the formulation of plans and strategies is the role of management. However, major deals put directors on the front line. In the case of a takeover offer, in particular, it is the board that must consider and respond to the offer, engaging shareholders, management, and other stakeholders as appropriate. Even when on the buy side, major M&A decisions require board and sometimes shareholder approval. The stakes and risks involved put these decisions at the top of the agenda and require careful consideration.1

Notwithstanding ...

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