Bridging the M&A Skills Gap
How Directors Can Still Deliver Boardroom ROI
A recent study(1) 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?
Even attractive deals can become distractions. 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.
Footnote:
(1) Director Skills for Navigating a Complex Business Environment