1What are "Social Issues"?
Social issues are those aspects of an M&A transaction having
to do with people and their relationships with the parties to the
transaction. These include:
- Who will be the CEO? Who will hold
other offices post-transaction?
- Composition of the post-transaction
board of directors and related issues
- Employment agreements, including
change of control and retention provisions
- Employee relations
- Dealing with customers
- Dealing with the communities in which
the parties operate
2 Directors and Officers
Of course, the nature of a transaction will generally dictate
the overall approach to dealing with officers and directors: in a
successful hostile take-over, the target's executives and
directors are not generally in a position to negotiate for
continued participation in the combined business. By contrast, in a
friendly acquisition or a merger of equals, agreement on the roles
to be played by executives from each party is a
