The many sides of M&A: yes, there are financial, legal, strategic, and tactical dimensions to getting a deal done--but never forget the human element. A tale from the Drake Hotel.

• Author: Kristie, James

I'll never forget the story told by a big-name director who was keynoting an M&A conference back in the 1980s, when the merger boom was running rampant. That director will go unnamed, as you'll soon see why (and also because the session was off the record). He was an oil patch fellow, but at the time was serving on the board of an apparel company that was being attacked by a raider. His job at the conference was to walk the audience through a case study of how the board handled this hostile assault.

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He crunched the numbers in a reasonable fashion, and traced the steps that he and his fellow directors took in responding to this unwelcome would-be acquirer. But, in a moment of refreshing candor, he admitted that the primal reaction driving his behavior during the deal was outrage.

"They're trying to take away my suits!" he howled--to which we in the audience howled in laughter in return.

He wasn't talking about lawsuits, either. One of the bennies of being on this board was that the directors were suited up with several complimentary outfits each year. And that was just not right for any raider to mess with. So, if the directors had their druthers, all they wished for was for the hostile party to just go away and leave them alone to enjoy their tailor-mades.

In the end, it was the end of the suits. The deal got done, the shareholders were well rewarded ... but, oh, what we heard in our keynoter's voice was the regret that lingered for the lost sartorial splendors.

There are many sides to an M&A transaction--financial, legal, strategic, tactical. And, as the above story testifies, there is a human element to every deal. You will find solid briefings on these dimensions of dealmaking in the following pages of this Boardroom Briefing, our fourth annual spotlight on M&A playbooks by leading practitioners.

I'm always taken with tales of how that human element compels--sometimes propels, sometimes repels--a transaction. My all-time favorite story came from an interview I did for Directors & Boards in 1984 with William Fishman, who over the course of 40 years as a serial acquirer had built up a multibillion-dollar diversified services...