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Editorial Submission
Guidelines
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 Article of
the Week
 Dangers in Dealmaking
More M&A means more liability for directors and officers. Here are
insurance issues to consider well in advance of closing a deal.
By Scott Meyer
While M&A activity appears to be returning to historic
norms, the regulatory and legal landscape has changed. New laws like
Dodd-Frank make M&A transactions ever more complex and challenging
from a due diligence standpoint. There is a greater potential for
unseen or under-appreciated risks that can endanger an otherwise sound
merger or acquisition. For example, a target acquisition may have
acquired multiple companies over the decades, some of which may no
longer exist, yet the acquirer has now inherited these so-called
"successor liabilities," such as those posited by the Foreign Corrupt
Practices Act.
In the face of these liabilities, insurance is critical to mitigating
the risks. The following is a summary of what to consider, well in
advance of the closing.
Read
More...
| In the Current Issue:
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What I think I learned!
By Norman R. Augustine
The preeminent model of thought leadership, Norm Augustine keynotes
this anniversary edition by teeing up some lessons gained from long
years spent in what he calls “the boardroom and C-suite School of Hard
Knocks — a school that awards no parchment diplomas but offers the
opportunity to acquire an abundance of scar tissue.”
Governance for
governance’s sake
By Ronald J. Naples
The author of a classic Directors & Boards article, “Lessons for a
Rookie CEO,” revisits some 30 years later the nature of the CEO’s and
board’s positions and senses a dispiriting sea change in the notion of
corporate governance — i.e., what happened to its human dimension?
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In This Month's e-Briefing: (Sign up
for a free subscription)
 The Karmic Nature of
Directorship
It explains a lot
about why someone would agree to serve on a board.
A popular regular feature in Directors &
Boards is the “Book It: Best Bets for Board Reading” article. In it I
spotlight six to eight new business books by running brief passages
from each book. These passages are designed to give readers a sense of
the book and to be self-contained gems of leadership insight that can
be enjoyed on their own standing. Click here for the current issue’s
“Book It” feature.
Typically I receive one or two books every working day, so the cut is
fierce to make it into “Book It.” Here is a book that came in as I was
preparing this editor’s note that more than made the cut. I am giving
it a spotlight in this month’s e-Briefing because it aptly fingers one
of the enduring motivations that impel executives to answer the call to
board service. Read
More...
PLUS:
Rebuilding Trust: The Corporate Governance Opportunity for
2012
Norman Augustine on What I Think I Learned!
Latest Governance News and Links
Interview: Martin Lipton, Steven A.Rosenblum, Karessa L.
Cain, Wachtell, Lipton, Rosen & Katz
February 2012
View
Past E-Briefings
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