Mergers and acquisitions (M&A) activity continues to be a significant strategic tool for many organizations, and the management teams of organizations are looking to the board for deeper involvement and for their own wisdom. In an effort to gauge the extent to which boards are sufficiently equipped to support management on this front, NACD partnered with Deloitte to conduct a poll on the subject. Two hundred and nine NACD members responded to the poll between May 22 and June 24, 2019. Two findings from the survey are particularly noteworthy:

Both directors and management seek greater involvement from the board’s nonexecutive directors. Integration is a critical phase of M&A, and one where the board’s greater involvement can serve as a real asset to their organization.Boards Seek a Greater Role

is evidence that efforts to combine businesses remain an important lever in
formulating and executing business strategy, as the pace of M&A activity
remains high. Survey respondents indicate that boards would like to be more
directly involved in M&A activity, and there is good evidence that
management is increasingly keen on this growing board involvement.

Directors want to
share their business wisdom. More
than 80 percent of survey respondents indicated that there is a greater
opportunity for nonexecutive directors to use their previous management
experience to support management throughout the M&A process. Management is
reaching out to the board for help. Sixty-three
percent of respondents report that senior management has attempted to engage
the board more frequently about M&A activities compared to prior years. Further,
management is looking at new and innovative ways to engage with directors. Senior
management has gone on to employ new M&A tools or methods to involve the
board in more dialogue around M&A at 45 percentof respondent companies.Boards are seeking directors
with M&A expertise. Nearly a quarter (24%)
of poll respondents indicated that their board has
considered bringing on new directors with specific M&A expertise.Click graph to enlarge in a new window.

Click graph to enlarge in a new window.

Opportunity Abounds for Board Involvement In Integration

it is evident that there is an increased desire for board guidance through the
span of the M&A process, the integration stage in particular may merit more
nonexecutive director support. It might also be the stage where their advice
could yield the greatest value.

The board can help
field points of increased scrutiny in the deal. Nearly two-thirds (64%) of respondents feel it is likely that
the integration stage of the acquisition process will be subject to increased
levels of scrutiny by a range of stakeholders. This stage may deserve this
extra attention, as the complexities of merging finances and cultures can
hinder any sought-after efficiencies. It is at this stage where many deals fall
flat, leading to decreased yield on the deal’s potential value. Having the help
of an engaged board could help companies avoid deal failure.Integration is a key opportunity
for board contribution. After reviewing
management’s strategy with respect to a given transaction and subsequently approving
that transaction, the third-most-common task undertaken by respondent boards is
holding management accountable for integration strategy. Currently, 66 percent
of respondents indicate that their boards review post-merger integration plans,
and 40 percent go on to oversee post-merger execution. However, further
nonexecutive director involvement may be necessary, as a narrow majority (50%) of respondents feel
that it is very
importantor extremely importantthat the
board include at least one nonexecutive board member who has experience
managing or overseeing integrations. Executives welcome board
support. This sentiment was particularly strong
among executives who indicated that they would value the input of directors
whose professional involvement with M&A was in an executive role (as
opposed to a director or advisor), perhaps reflecting the value such a director
can have for a sitting executive.Click graph to enlarge in a new window.

Click graph to enlarge in a new window.

Click graph to enlarge in a new window.

Click graph to enlarge in a new window.

There are a number of complicated issues (financial and cultural issues, for example) that boards should help executives consider and sort out at the integration stage, up to and including what happens to the board itself.  Nearly half of respondents indicate that they have recently discussed the impact that an M&A transaction would have on the board. The difficulties encountered at this stage are many, and given the consequences of failure, it is perhaps not surprising to find that additional board guidance may be required—even on tough topics that might lead to the elimination of a board seat, for instance, in the name of deal success.

Additional Resources

NACD can support directors in several ways. A recent report from NACD’s Director Essentials series on “Strengthening Oversight of M&A” includes a summary of M&A trends and provides guidance for boards in fulfilling their role throughout the M&A process. Additionally, Deloitte’s report, The State of the Deal: M&A Trends 2019, provides an overview of the outlook for M&A in 2019 and can be found here.

For more NACD content related to the board’s role in M&A oversight, please visit our Resource Center dedicated to the topic.