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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, June 17, 2025

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will guide deal counsel in evaluating, managing, and mitigating corporate governance risks when undertaking an M&A transaction. The panel will discuss best practices during due diligence, deal execution, and post-merger integration to protect shareholder interests.

Faculty

Leah S. Baucom
Partner
K&L Gates, LLP

Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has represented both public and private companies—including private equity sponsors—on a range of matters, including leveraged buyouts, public and private divestitures, spin-offs, joint ventures, special committee representation, activist stockholder defense and other strategic investments and sales.

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James P. Greifzu
Partner
Wiggin And Dana LLP

Mr. Greifzu represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, medical cannabis, and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions.

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Description

Mergers and acquisitions are one of the most strategic decisions a company can make and effective corporate governance plays a crucial role for ensuring that a transaction aligns with the long-term interests of the company and its stakeholders. Corporate boards of directors and their counsel must take seriously their responsibility to ensure compliance with federal and state laws, including board fiduciary duties. For boards of companies evaluating or undertaking an M&A transaction, effective corporate governance practices are critical to ensure a successful deal and minimize the risk of litigation or an investigation.

Directors have a duty to ensure that solid corporate governance practices are in place before, during and after the completion of an M&A deal, from establishing the M&A strategy and evaluating how that strategy will affect executive compensation; to communicating with potential targets, obtaining shareholder approvals, and securing SEC approval; to reconciling compliance and governance policies post-integration.

Listen as our authoritative panel examines the key corporate governance considerations for deal counsel advising boards of directors evaluating or undertaking an M&A deal. The panel will discuss best practices for protecting shareholder interests before, during, and following the transaction.

Outline

I.                   Recent case law and regulatory developments impacting corporate governance in M&A transactions

II.                 Governance best practices

A. When evaluating the deal

B. During deal execution

C. During post-merger integration

III.               Practitioner pointers and key takeaways

Benefits

The panel will review these and other key issues:

  • What lessons can deal counsel glean from recent cases addressing corporate governance in the context of M&A deals?
  • What policies and procedures should directors and their counsel observe during due diligence to evaluate and manage corporate governance risks?
  • What is the board's role during and after the M&A transaction to ensure effective corporate governance?