M&A Governance

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

($1,500)| $0 for Members Learn About Membership Accounts

Friday, May 8, 2026 | 10:00 - 3:30 (CST)

Live Online

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

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

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

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.