Columns
- The Board’s Strategic Role in Operationalizing Innovation
- When AI Algorithms Control Earnings Reactions
- Point/Counterpoint: To Go Public or to Stay Private?
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Why Mergers Fail When Strategy Is 'Right'
- Transforming Governance into a Growth Strategy
- How the Board Can Get the COO Position Right
- Beyond ROI: A Conversation with Purvee Kondal
- Onboarding
Director Advisory
- Human Capital Governance and the Compensation Committee’s Remit
- Strengthening Board Engagement as Volatility Tests Strategy
- Four Overlooked AI Signals Every Director Should Watch
- A Mid-Cycle Guide for Compensation Committees
- How Boards Influence Successful Carve-Outs
- The Hidden Costs of CEO Succession
- Governing the Convergence of AI and Cyber Risk
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Directorship Magazine
Why Mergers Fail When Strategy Is 'Right'
Key Points
- Integration is the ultimate determinant of whether a merger creates or destroys value, making it the board's most consequential oversight responsibility.
- Boards should push management beyond public deal narratives to articulate and rigorously test a precise, operational rationale that anchors every valuation, diligence, and integration decision.
- Protecting the base business during a merger requires deliberate structural separation and active board vigilance.
This AI-generated summary, based on content on this page, was reviewed by NACD editors for accuracy.
Mergers and acquisitions (M&A) promise transformative growth, yet even the most strategically sound deals routinely fall short. Why? The culprit is far more operational and preventable.
When it comes to M&A, boards carry a more demanding responsibility than many directors realize—one that begins well before a deal is announced. This article identifies the specific failure points that undermine deal value before and during the transaction. It also offers a framework for what boards should demand from management, what to scrutinize during due diligence, and what signals require urgent attention once integration is underway.
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David Fubini is a senior lecturer of business administration at Harvard Business School. He also serves on the board of Leidos, J.M. Huber Corp., and Bain Capital Specialty Finance, and is senior partner emeritus at McKinsey & Co.
Patrick Sanguineti is a research associate at Harvard Business School.
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