Governance Under Pressure: Protecting Value in Complex M&A Transactions

Boards, founders, and deal teams are moving faster than ever—but speed without structure can derail even the strongest transaction. In this episode, Tonya Mitchem Grindon, Shareholder and Chairperson of the Business Department at Baker Donelson, joins Brock Niezgoda, Partner and Corporate/M&A Practice Leader at Gray Reed, and Jonathan Lazarow, Founding Partner of Ambrose Lazarow PLLC, to unpack how corporate governance shapes successful dealmaking.

From balancing fiduciary duties with transaction speed to managing conflicts in affiliate and management buyouts, this conversation delivers practical strategies for lower middle market and middle market M&A. Learn how leading advisors structure clean processes, mitigate CFIUS and antitrust risk, navigate activist pressure, and ensure boards fulfill their obligations—without killing momentum.

Whether you’re leading a sell-side process, evaluating cross-border buyers, or structuring a complex recapitalization, this episode equips you with governance-first frameworks that protect value pre- and post-close. Watch now to sharpen your edge and visit MAAdvisor.com for more.

#MAAdvisor #CorporateGovernance #MiddleMarketM&A

[00:01:30] Introducing governance challenges in fast-moving deals

[00:02:30] Balancing fiduciary duties with transaction speed

[00:04:30] Board involvement vs. management momentum

[00:06:00] Managing conflicts in LBOs and management buyouts

[00:08:30] Affiliate transactions and separate counsel best practices

[00:11:00] CFIUS strategy: voluntary filings and risk mitigation

[00:16:00] HSR, antitrust exposure, and clean room protocols

[00:18:30] Cross-border regulatory complications beyond the U.S.

[00:20:00] Public company SEC disclosure discipline

[00:21:30] Shareholder activism and recapitalization pressure

[00:24:30] Post-close integration risks and cultural alignment

[00:27:30] The Delaware vs. Texas governance evolution

[00:29:00] Overcommunication as a governance superpower

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Show Notes