Managing Corporate Governance Issues in M&A: Leading Lawyers on Identifying Issues in M&A Negotiations, Understanding Risk in a Down Economy, and Assimilating Governance Standards in a Merger »

Managing Corporate Governance Issues in M&A provides an authoritative, insider's perspective on key strategies for navigating the current corporate governance climate in mergers and acquisitions. Featuring partners from some of the nation's leading law firms, these experts guide the reader through the process of analyzing governance issues in an M&A transaction. These top lawyers offer advice on understanding the legal standards and compliance issues for corporate governance, performing due diligence to resolve concerns, and improving and assimilating governance standards in a merger. From assessing risks involved when acquiring an insolvent firm to understanding the liability issues that arise from poor governance, these authors explain the key issues that affect corporate governance in today's economy. Additionally, these leaders discuss corporate governance issues and regulations in Canada. The different niches represented and the breadth of perspectives presented enable readers to get inside some of the great legal minds of today, as these experienced lawyers offer up their thoughts around the keys to success within this ever-evolving field.

Inside the Minds provides readers with proven business intelligence from C-Level executives and lawyers (Chairman, CEO, CFO, CMO, Partner) from the world's most respected companies and firms nationwide. Each chapter is comparable to an essay/thought leadership piece and is a future-oriented look at where an industry, profession, or topic is heading and the most important issues for the future. Each author has been selected based upon their experience and C-level standing within the professional community.

Chapters Include:

1. Gary S. Schiff, Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz PC - "Corporate Governance Risks for M&A Deals in a Difficult Economy"
2. Courtney A. Rosen, Partner, Sidley Austin LLP - "The Litigator's Role in M&A Transactions"
3. Frank P. Arnone, Partner; Group Leader, Toronto Securities Group; and Co-Chair, Private Equity Group, Blake Cassels & Graydon LLP - "Corporate Governance Oversight and Regulation in Canada"
4. Ryan A. Murr, Partner, Goodwin Procter LLP - "Selected Governance Issues in an M&A Context: Navigating Current Market Challenges"

Appendices Include:

Appendix A: Current Corporate Information Form
Appendix B: Seller's Opinion Letter
Appendix C: Acquisition of Business Checklist
Appendix D: Closing Checklist for Purchase of Assets
Appendix E: Stipulation and Proposed Protective Order Governing the Production and Exchange of Discovery Materials
Appendix F: Professional Eyes Only Confidentiality Agreement
Appendix G: Sample Board Mandate
Appendix H: Corporate Governance Disclosure Checklist
Appendix I: Corporate Governance Guidelines
Appendix J: In re Trados Incorporated Shareholder Litigation

1. Gary S. Schiff, Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz PC - "Corporate Governance Risks for M&A Deals in a Difficult Economy"
2. Courtney A. Rosen, Partner, Sidley Austin LLP - "The Litigator's Role in M&A Transactions"
3. Frank P. Arnone, Partner; Group Leader, Toronto Securities Group; and Co-Chair, Private Equity Group, Blake Cassels & Graydon LLP - "Corporate Governance Oversight and Regulation in Canada"
4. Ryan A. Murr, Partner, Goodwin Procter LLP - "Selected Governance Issues in an M&A Context: Navigating Current Market Challenges"

Appendices Include:

Appendix A: Current Corporate Information Form
Appendix B: Seller's Opinion Letter
Appendix C: Acquisition of Business Checklist
Appendix D: Closing Checklist for Purchase of Assets
Appendix E: Stipulation and Proposed Protective Order Governing the Production and Exchange of Discovery Materials
Appendix F: Professional Eyes Only Confidentiality Agreement
Appendix G: Sample Board Mandate
Appendix H: Corporate Governance Disclosure Checklist
Appendix I: Corporate Governance Guidelines
Appendix J: In re Trados Incorporated Shareholder Litigation