11/18/19: Company directors must be prepared at all times to consider M&A opportunities (to buy assets or other companies, or sell assets or the company), specifically:
To provide oversight of management’s execution of M&A as part of a company’s overall strategy, including the engagement of outside advisors, deal pricing, and compliance issues. Material M&A transactions might involve new borrowings, and can affect other fundamentals that require Board weigh-in, like culture, operations, and human resources.
Setting up appropriate governance procedures to deal with conflicts of interest might include creating a special committee to oversee negotiation of a particular deal.
Finally, directors should be familiar with the Revlon doctrine, i.e., the specific duties of directors when the company is up for sale, and the risk of fraudulent conveyance when selling assets.
Speaker Overview: Aarthi Belani is a Partner in the M&A Practice of Jones Day, a global law firm. Aarthi focuses on M&A and venture deals. She represents strategic acquirers in cross-border transactions in tech and life sciences, and also venture funds, corporate venture capital, and emerging growth technology companies. Recent experience includes representing AbbVie in its acquisition of Mavupharma, Novastar in its participation as Lead Investor in the $7 million Series A round of Metro Africa Xpress, Verimatrix f/k/a Inside Secure in its acquisition of Verimatrix, and SAP in its acquisition of Qualtrics for $8 billion.