September 21, 2008

Cookson (iancookson [at] gt.com) recommends the following useful shopping list in the "Financial Excutive" of Oct2004 for Key Responsibilities of the Board of Directors during an M&A:

  1. What are the integration plans?
    (Short-term actions, Communication plans (immediate and ongoing), Synergy delivery plans (and likelihood they will be
    achieved), Internal controls compliance plan, Individuals accountable)
  2. Is the strategic rational robust?
    (Closeness of fit with existing business, Acquisition's ability to leverage strengths and resolve weaknesses, Do economic realities match the story?, Other targets/options explored)
  3. How will we manage implications of people and culture?
    (Closeness of cultural fit, Implications for future ways of working, Retention and rewards for key people, What is it that makes the business successful?, How this wilt be retained and built on?)
  4. Viewing risks (in above) in context of price
    (Valuation, comparables, financing structure, Fairness opinion is independent, Due diligence is robust and directed to uncovering potential liabilities)
  5. Board litigation protection
    (Process, deliberations and analysis documented, Use of independent experts)
  6. Value added by board members
    (From personal experiences, Not simply monitoring management, Balanced perspective on weighing risks and rewards)





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