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here.
The year 2013 saw boardrooms continue to undergo change. A rise
in shareholder activism is influencing corporate governance
practices, and boards are more active than ever before. In the
M&A context, target boards are becoming engaged at an earlier
stage. They are meeting more frequently and supervising
management's negotiations more closely, especially where
conflicts of interest are prevalent. We expect this focus on robust
sales processes will continue in 2014.
With boards becoming more engaged, they will increasingly demand
broader rights to protect their fiduciary duties. And we expect
deal terms will come under pressure. For related party
transactions, we predict that special committees of independent
directors will take centre stage in negotiating transactions in
order to benefit from the most deferential treatment by the courts
and regulators and to help withstand criticism from discontented
shareholders.
