Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone

Abstract

This article addresses what legal and financial advisors can do to conduct an M & A process in a manner that: i) promotes making better decisions; ii) reduces conflicts of interests and addresses those that exist more effectively; iii) accurately records what happened so that advisors and their clients will be able to recount events in approximately the same way; and iv) as a result, reduces the target zone for plaintiffs' lawyers.

Keywords: Mergers and acquisitions, independent outside advisors, litigation avoidance, corporation law, business judgment rule, transparency, disclosure, discovery, independent directors, fiduciary responsibility, duty of loyalty

JEL Classification: G34, K22, K41