Exclusively for Corporate M&A Professionals
M&A Governance
Eileen Kamerick, Lecturer in Law at University of Chicago Law School
This unique program was 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 was developed to improve the participants ability to effectively partner with directors during the M&A process and also ensure 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, May 8, 2026 | 10:00 - 3:30 (CST)
Live Online
Board Governance & Fiduciary DutiesÂ
- Determining the optimal role and requirements for non-executive directorsÂ
- 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
Shareholder & Regulatory ConsiderationsÂ
- 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
Governance During IntegrationÂ
- 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
The Institute is an accredited provider of CPE and CLE in Illinois. This M&A Master Class offers 4.75 CLE credits and 5.50 CPE Credits. An Illinois certificate will be issued. If you are licensed in another state, please check for reciprocity regarding continuing education credits.
Eileen Kamerick, Lecturer in Law at University of Chicago Law School
Professor Eileen Kamerick is a strategic and collaborative executive who drives profitable growth while significantly enhancing stakeholder value. She has been Chief Financial Officer of leading corporations, including Leo Burnett, Heidrick and Struggles International, Inc., Houlihan Lokey, and BP Amoco Americas and is an SEC Financial Expert.
She began her career as a lawyer at Skadden Arps and she holds a JD and an MBA, with honors, in Finance and International Business from the University of Chicago. She graduated summa cum laude from Boston College and was elected to Phi Beta Kappa.
She is currently a member of the Board of Directors for Associated Banc-Corp, AIG Funds, Hochschild Mining, plc, and 23 closed-end Legg Mason mutual funds. She served on the Board of Directors for ServiceMaster and IRI before both companies were purchased by private equity firms.
She is also an adjunct Professor of Law at The University of Chicago Law School, Washington University in St. Louis College of Law, and University of Iowa College of Law, where she teaches corporate finance, corporate governance, and compliance.
Professor Kamerick has been involved with the Institute since 2019.