Corporate Governance in M&A Transactions

Abstract

The address focuses on the intersection between corporate governance and mergers and acquisitions (M&A). It explores various corporate governance mechanisms employed by companies in scrutinising M&A transactions, both domestic and cross-border. After expressing some of the more universal sentiments, the address briefly comments on the state of the law in India on M&A and the extent to which it does, or does not, take into account corporate governance issues. The thrust of the address is that although giant strides have been taken in the evolution of legal regimes individually in M&A and corporate governance, there continue to be areas at the intersection of these two regimes that merit the further attention of the regulators, the legal process and the corporate sector.

Keywords: Mergers & acquisitions, corporate governance, board of directors, fiduciary duties, mergers, takeovers, squeeze outs, India

JEL Classification: G38, K22