M&A Questions for Directors

Listening Tour: I have been on a listening tour lately. I’m speaking with directors, management and advisors about board of director experiences. I am seeking insights on common roadblocks to achieving high-value discussions and decisions that elevate an organization's performance. Some frustrations - whether by management or by directors - might involve poor board materials, leadership skills, governance knowledge, committee structures, boardroom processes, etc.  If you are open to a quick chat, please reach out. I’m not selling anything—just listening.

Heading to Montreal for a Governance Professionals of Canada event: I decided to attend the GPC annual meeting in late August. I am looking forward to learning from the great speakers and building connections with others interested in governance and boards. If you will also be there, send me a note.

Webinar: Stronger Together: Clarifying Board & Management Roles: If you are involved with a charity, join me on September 11 for this event hosted by Volunteer Victoria. I am guiding directors and executive directors on the blurry line between board and management roles - to sharpen their understanding of where governance ends and operations begin, and how to collaborate more effectively in the grey zone.

Questions Directors Should Ask

A recent study¹ of Fortune 100 boards found that only 20% of directors have direct experience in mergers and acquisitions. If that’s not your area of expertise, you're not alone.

But here’s the good news: you don’t need to be an M&A expert to bring value to board discussions about acquisitions, partnerships, or divestitures. In fact, shared leadership and group oversight are strongest when all directors contribute informed perspectives—especially on strategic alignment, risk, value creation, and organizational capacity.

Here are four practical M&A elements to focus on—designed to help directors ask the right questions, elevate strategic discussion, and uphold their oversight duties.

1. Strategic Fit: Does It Advance the Organization’s Purpose and Plan?

The real danger? A misaligned deal that looks shiny on the surface but fractures long‑term strategy. Ask:

• Is this deal aligned with the organization’s strategic plan?

• If not, why are we considering it now—and what would it mean to change course?

Look for clarity on how the transaction helps advance the long-term direction, and whether it creates new constraints or obligations that could limit other priorities. M&A success isn’t just about closing the deal—it’s about what happens next, and whether it accelerates or complicates strategy execution.

2. Assumptions and Analysis: What Really Drives Value?

You don’t need to model the spreadsheet, but you do need to understand what’s driving the deal.

Ask:

• What are the top 3–5 assumptions that drive the valuation?

• What’s the best-case/worst-case impact if those assumptions shift?

• Where is management most and least confident?

Encourage management to go beyond generic upsides (“synergies,” “cross-selling”) and instead identify specific, measurable value drivers. Look for scenario planning, not just a single forecast. If uncertainty is high, ask how those risks are reflected in pricing or deal terms.

3. Challenges and Risk: What Could Go Wrong - and Can We Handle It?

Not every red flag is a dealbreaker. Sometimes, problems are priced in—or even create opportunity, especially if your organization has experience solving them.

Ask:

• What challenges or known issues exist—and how urgent or solvable are they?

• What’s our track record handling similar situations?

• Do we have the influence, time, or resources to respond if something goes sideways?

Consider whether the risk is matched by an appropriate price adjustment or contractual protections. A well-negotiated deal structure can help balance risk and reward.

4. Execution Capacity: Can We Deliver Without Derailing?

Integration is often where value is won or lost. M&A places real demands on leadership time, culture, operations, and budgets.

Ask:

• Who is leading integration—and how will this impact ongoing operations?

• What new capabilities, systems, or people will we need to succeed?

• How will this affect our culture, stakeholders, or public profile?

Recognize that not everything can be foreseen. But boards should be realistic about the organization’s bandwidth and blind spots, and ensure the executive team has the support to deliver.

Post-Close: Don’t Skip the Look-Back🔎

One of the most underused board practices is a post-transaction review. After a reasonable period:

• What played out as expected?

• What surprises emerged?

• What would we do differently next time?

This reflection supports organizational learning and better decision-making in future deals—a critical part of delivering Boardroom ROI.

⭐ Final Thoughts

M&A oversight doesn’t require you to be the smartest person in the room. It requires you to be an engaged, strategic, and curious director. Your role is to ensure the boardroom conversation focuses on what matters: alignment, assumptions, risks, and execution capacity.

By focusing your attention on these elements, you’ll enhance the value of your board participation—and help your organization make smarter, more durable decisions.

The Last-Minute Board Package

A Recipe for Low Boardroom ROI

You’re an executive preparing for a board meeting. Board materials are due - soon.

But the week has been a blur of operational fires and competing priorities. So you do what many executives do in this situation:

• re-use last quarter’s board package

• ask your team for updates

• paste in some content

• skim it and hit send.

Whew. Done.

But here’s the problem: this rushed, patchwork approach may check the box—but it kills your Boardroom ROI. It’s a recipe for a board package that is dull, cluttered, and unhelpful.

When materials are bloated, backward-looking, or unclear, directors spend their time reacting instead of thinking. The meeting veers into updates, clarification questions, and rabbit holes.

Here are six practical ways to transform your board package from an administrative update into a strategic leadership tool.

Create a More Deliberate Process

1. Strategic Reflection
Block 30 minutes to reflect: What new developments, decisions, or risks are on the horizon? What’s truly important for the board to understand or weigh in on? This framing shapes the materials in strategic relevance from the outset.

2. Anchor Materials to the Agenda
Start with the agenda—not the last quarter’s deck. Design the meeting around the conversations that matter. Then build materials that support those conversations—not just fill the space. Every section should directly lead to a purposeful discussion.

3. Guide and Curate
Team contributions can be valuable, but unfiltered updates often create noise. Brief your team on what the board needs to know and why. Ask for insights, not summaries. Coach your contributors to align with the board’s role and decision-making needs.

Create Insightful Content

1. Frame Key Issues
Use the package to share your insights. Don’t just report performance — highlight what’s driving it. Spotlight key drivers and emerging risks. Explain management’s confidence level in options, solutions and future scenarios. Help the board see patterns and implications, not just data. Shift from being the conveyor of reports to someone who’s actively steering the ship.

2. Signal for Board Perspectives
Pose questions in the package to identify where you’d value director input. This signals that you are inviting stronger board dialogue. The board shifts from passive reviewers to strategic partners.

3. Strip Out the Noise
Cut updates that are merely “nice to know” or which might take the board down an interesting, but unimportant, rabbit hole. Shorten reports. Use executive summaries when including long documents. Board oversight doesn’t mean being informed on all activities. Materials should support the board’s understanding of strategic options, performance, capabilities, key risks, etc. - areas requiring board monitoring, input and decision.

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Creating insightful board materials isn’t about spending more time — it’s about spending it differently. By being intentional in your process and disciplined in your content, you can equip your board to ask better questions, make sharper decisions, and feel more connected to the strategy.

If you want better board meetings, start with better materials.

That’s how you unlock your Boardroom ROI.

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1  Director Skills for Navigating a Complex Business Environment.