M&A Governance Master Class

Exclusively for Corporate M&A Professionals

M&A Governance Master Class

DECEMBER 4, 2026 | LIVE-ONLINE

$1,500 | $0 for Members Become an All Access Member

This unique program is designed to equip corporate M&A teams with a deep understanding of fiduciary duties, board processes, and best practices, enabling them to oversee transactions with confidence and defensibility. The curriculum enhances participants’ ability to effectively partner with directors throughout the M&A process while ensuring successful post-merger integration, executive alignment, cultural stewardship, and performance accountability.

Strengthen board and committee governance in M&A
Build expertise to navigate shareholder, activist, and regulatory pressures
Extend governance beyond signing into execution and integration

FRIDAY, DECEMBER 4 | 10:00 AM - 12:00 PM CST

Section 1: Board Governance & Fiduciary Duties

Determining the optimal role and requirements for non-executive directors
Fiduciary duties including duty of care, duty of loyalty, business judgment rule
Managing conflicts of interest, executive incentives, and director independence
Forming and empowering special committees for M&A engagement
Designing and implementing Board processes and record keeping practices
Understanding relevant case law that frames governance practices
Ensuring compliance with FCPA diligence and other obligations
Delivering a fairness opinion

FRIDAY, DECEMBER 4 | 12:30 PM - 2:15 PM CST

Section 2: Shareholder & Regulatory Considerations

Building proactive vs. reactive strategies for shareholder engagement
Anticipating and managing activist campaigns in contested transactions
Working with proxy advisory firms on deal approvals
SEC disclosure requirements, press releases, earnings calls
Board oversight of HSR filings and DOJ/FTC reviews
Managing litigation risk from disclosure suits, fiduciary duty claims, appraisal rights
Information governance, data sharing, clean teams, insider trading safeguards

FRIDAY, DECEMBER 4 | 2:30 PM - 3:30 PM CST

Section 3: Governance During Integration

Crafting the appropriate level of Board oversight of the integration phase
Building tailored retention and incentive structures
Developing joint governance structures
Ensuring cultural alignment and ethical standards
Performance monitoring and KPIs
Financial reporting

Exclusively for Corporate M&A Professionals

Designed for Corporate M&A Teams

The Institute's M&A Master Classes provide focused, technical deep-dives into critical phases of the transaction process. Each is designed for corporate M&A teams, enabling them to engineer greater structural integrity within specific transaction workstreams.

Credits: 4.75 CLE / 5.50 CPE. The Institute is accredited in Illinois. Reciprocity may be available.

Exclusively for Corporate M&A Professionals