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How MandAs can lead to governance failure: FT mastering corporate governance series

Author: Capron, Laurence ; Schnatterly, KarenINSEAD Area: StrategyIn: Financial Times, 03/06/2005 Language: EnglishDescription: p. 6-8.Type of document: INSEAD ArticleNote: Please ask us for this itemAbstract: Recently, a lot of attention has been directed towards another hazard of MandAs: corporate governance failures. Pre-acquisition due diligence is critical to detecting governance failures before they can hurt the merging companies. Still, even the best due diligence can only tackle corporate governance failures occurring before the acquisition. The post-acquisition integration process itself can increase the likelihood of fraud and decrease shareholder protection. Corporate governance failures caused by post-acquisition integration can occur in the short term, during the transition period, because of weakened internal control systems and increased performance pressures. They can also occur in the longer term, during the integration period, because of the harmful transfer of inferior or inappropriate governance practices from one business to another or, in the context of cross- border acquisitions, because of shifts to weaker national legal environments which offer lower investor protection.
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Recently, a lot of attention has been directed towards another hazard of MandAs: corporate governance failures. Pre-acquisition due diligence is critical to detecting governance failures before they can hurt the merging companies. Still, even the best due diligence can only tackle corporate governance failures occurring before the acquisition. The post-acquisition integration process itself can increase the likelihood of fraud and decrease shareholder protection. Corporate governance failures caused by post-acquisition integration can occur in the short term, during the transition period, because of weakened internal control systems and increased performance pressures. They can also occur in the longer term, during the integration period, because of the harmful transfer of inferior or inappropriate governance practices from one business to another or, in the context of cross- border acquisitions, because of shifts to weaker national legal environments which offer lower investor protection.

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