M&A Deals A Shareholder Bust: What directors should do.

• Position: BOARD BOOK: WHAT'S ON THE AGENDA?

* Only 14% of survey respondents found that deals exceed their initial expectations for income or rate of return.

* Only 36.8% strongly agreed that efficient M&A execution (diligence, planning, integration, optimization) is a well-understood core competency of their company.

* Only 38.2% were very clear on precisely which acquisition targets they should pursue.

* Only 32.5% were very clear on what they should be paying.

What's a director to do?

1. Be skeptical. You can provide value by asking hard questions and testing management's financial assumptions.

2. Take care with lock-ups and defensive measures. Scrutinize deal protection terms, and in hostile situations, defensive measures.

3. Understand deal structure, motivations and terms. Discern why management seeks to pursue (or oppose) a transaction...