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| Article Archive |
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Access more than 500-plus authoritative articles published by Directors & Boards For your convenience, the pop-up menu above provides
quick and easy access to 55 essential reference topics. New articles are
frequently posted. |
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Article reprints are $10 each. Click to add to shopping cartMergers and Acquisitions  Leveraging Directors as Deal Sources -- How one investment bank empowers its board to tee up M&A and private equity opportunities. By Mark W. Stephens and Douglas D. Wheat of Challenger Capital Group.
Fourth Quarter 2007 [2 page(s)] The Special Committee Should be Special -- It takes a full and deliberative process to address conflicts in conflict of interest situations. By Doug Raymond of Drinker Biddle & Reath LLP.
First Quarter 2007 [1 page(s)] A Merger Master’s Playbook -- There is a time to buy and a time to sell, and always a time to do right for the shareholders. A “In Memoriam” tribute to a business titan: J.B. Fuqua.
Third Quarter 2006 [2 page(s)] When Takeovers Hit the Radar Screen -- The year was 1984, and hostile M&A was setting off alarms in boardrooms and on Capitol Hill. One legislator planned to put an end to takeovers. By Rep. Peter Rodino (1909-2005).
Third Quarter 2005 [1 page(s)] Board Guidance for Going Private -- Five critical debating points for boards when an ESOP transaction is on the agenda. Four benefits and four drawbacks of using an ESOP in a buyout. By Elliot Raff and Thomas Scholtes of Flaster/Greenberg P.C.
Second Quarter 2005 [3 page(s)] Put the 'Fair' in Fairness Opinions -- Avoiding conflicts of interest will increase the likelihood that a fairness opinion provides adequate protection for directors. By Patrick Leddy and Randall Walters of Jones Day.
Second Quarter 2005 [5 page(s)] A Changing Landscape of CIC Protections -- Change-in-control compensation elements considered appropriate a few years ago may now generate criticism. Time for the board to reevaluate? By Carol Silverman and Moira Donoghue of Mercer Human Resource Consulting.
First Quarter 2005 [2 page(s)] It's Time to Revisit Your CIC Payout Agreements -- A change-in-control arrangement with lucrative terms may encourage a CEO to sell out. By Robert Rock, Directors & Boards chairman.
Summer 2004 [1 page(s)] Covering Your Assets -- The importance of products liability due diligence when making an acquisition. Mark Goodman and Steven Greenblatt of Debevoise & Plimpton.
Summer 2002 [1 page(s)] Jim Farrell's 'Power of Simplicity' -- With 600 business units under his wing and an active M&A program to add more, the CEO of Illinois Tool Works explains his "simplification" model of governance. Interview by James Drury of James Drury Partners.
Spring 2002 [5 page(s)] The PMI Board Pack: New Diligence in M&A -- Too many post-merger integrations go awry. Directors need to see a board pack detailing a credible PMI plan. Here is what should be in that board pack. By Mark Sirower and Richard Stark of Boston Consulting Group. Summer 2001
Summer 2001 [6 page(s)] Governance 'Term Sheet' for a Buyout -- In heading up an MBO, there are certain key governance issues that you and your equity partner must agree on at the outset. By Rick Rickertsen of Thayer Capital Partners.
Summer 2001 [2 page(s)] No Chickening Out -- When the Delaware court orders specific performance, as it did in the Tyson Foods-IBP transaction, boards should listen. By Hoffer Kaback, Directors & Boards columnist.
Summer 2001 [1 page(s)] When Deals Go Sour II -- Remembering, at voting time, those 'wonderful folks' on the board who gave shareholders a bum acquisition. By Hoffer Kaback.
Fall 2000 [1 page(s)] When Deals Go Sour -- Directors who exercise less-than-rigorous oversight should share culpability with the chief executive. By Hoffer Kaback.
Summer 2000 [1 page(s)] L. Dennis Kozlowski: Complacency Is Not an Option -- Smartly crafting deal upon deal, he has built a business that dominates its industry niches. How does Tyco's L. Dennis Kozlowski do it? Q&A on his strategies for growth, his approach to M&A, and his management style. Interview by Hoffer Kaback, Directors & Boards columnist.
Spring 2000 [9 page(s)] What Would Ben Do? -- Dot-com dealmaking presents directors with difficult valuation decisions. By Hoffer Kaback.
Spring 2000 [1 page(s)] The Strange Nature of 'Fiduciary Outs' -- Forget traditional notions of contract law when it comes to merger agreements. By Hoffer Kaback, Directors & Boards columnist.
Fall 1999 [1 page(s)] Martin Lipton: For the Defense -- Q&A with prominent M&A lawyer Martin Lipton. He discusses board behavior in a contested transaction, the importance of poison pills and other defensive tactics, and several other M&A and governance matters. Interview by Hoffer Kaback, Directors & Boards columnist.
Summer 1999 [10 page(s)] Behind the Art of M&A with Bruce Wasserstein -- One of the country's most accomplished dealmakers discusses a range of tactical and governance-related M&A matters in this Q&A interview. Issues discussed include pricing, the "three-dimensional chess game" nature of M&A, and cracking "the willpower of the target's board." Interview by Hoffer Kaback, Directors & Boards columnist.
Spring 1999 [9 page(s)] Is Your D&O Policy Ready to Handle M&A? -- Steps to take now to ensure that your merger will not be derailed by insurance considerations. By Stephen J. Weiss of Holland & Knight LLP.
Spring 1999 [1 page(s)] Before Your M&A Deal, Do a Human Capital Audit -- Going beyond the numbers, many CEOs are conducting an additional audit to assess the managerial talent in the company they are considering buying. Here's how that process works and why it should be done. By Dennis Carey of Spencer Stuart and Marc Feigen, a management consultant with expertise in the field of corporate culture.
Spring 1999 [3 page(s)] The Lion in Winter: Joe Flom at 75 -- As the preeminent legal player in the post-war takeover world, Joseph Flom helped shape the face of American business. War stories from the takeover front come up for discussion, and many other subjects, including board accountabilities. Interview by Hoffer Kaback, Directors & Boards columnist.
Fall 1998 [10 page(s)] M&A as an Ultimate Test of Governance -- Boards can add singular value in advising management through all stages of a merger. By Mike Davidson and Heidi Kritscher Weller of Gemini Consulting.
Summer 1997 [5 page(s)] A CEO's Seasoned Advice from the Merger Arena -- How to make sure your acquisition turns out to be what you thought you bought. By Sam F. Segnar, corporate director.
Summer 1997 [2 page(s)] The Hybrid M&A Deal -- As Dean Foods demonstrates, this is a compelling model for obtaining new technology and products with minimal capital risk. By David Kauppi.
Third Quarter 2007 [1 page(s)] |
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