Directors Role in M&A Strategy
Appetite & Strategy as critical elements
Notwithstanding that Directors of private and public companies are responsible for approving “Strategic plans” their role in M & A decisions do present some challenges. This is a brief overview of what they may be and the impact they may have;
Loss of Objectivity – sometimes in the cut and thrust of an opportunity to create a bigger, more powerful, more successful (?) business, directors can lose control of their objective judgment and swing into “full steam ahead” mode. They may even take note of external advisors or fellow directors. Directors have been known to fall in love with the thought of a deal or the promise of a bigger more powerful entity and even greater self importance.
Insufficient knowledge – albeit Boards have a diversity of skills and business backgrounds, with the advent of total diversity there could be a limited number of members on the Board that really understand the business per se. This can lead to generalist decision making which may not be in line with the strategies of management at a practical level in a possible new M&A entity.
Lack of Time – not a real excuse, but being part time in the running of the company and having multiple other interest the typical director may dedicate less time than the decision making process demands. Informal in between meetings discussions may occur but these are a poor replacement for in depth face to face strategic thinking and discussion.
Group Dynamics– Albeit management will have alerted and briefed the Board on the business case for an M&A , including risks and gains, it may have not done so equally to all Directors and some may rely on the tide created within the group to be swept into decision making. This is a situation where strong versus weak directors comes to the fore.
Surprise- Management has been known to present opportunities to the Board that were not even considered in the strategic plan, hence this creates an element of surprise to many directors. The best advice here is that no opportunities should be ignored by the Board just because they were not in the strategic plan.
Is your Board prepared & coordinated for M & A’s?
Does your Board have to place too much reliance on management?
Does your Board properly consider all stakeholders in this process?