Executing M&A in dynamic times: Why the board’s job is to embrace complexity to achieve success
In brief
Boards face unprecedented judgment compression: regulatory, political, reputational and strategic risks all land simultaneously. The “new board questions” are harder – boards now ask: “What future are we buying?” “What would execution failure look like?” “If we could redesign the company from scratch, would we still do this?”
As external scrutiny intensifies, boards become the critical site of judgment, tasked with deciding not only how to pursue opportunity, but where restraint preserves value.
Boards have never lacked inputs. What has changed is the density of them, the speed at which they collide, and the way they interact. In a complex deal, the “decision” is no longer confined to valuation, synergies and structure. It is a rolling exercise in governance under exposure: regulation, politics, shareholder influence, leaks, talent retention, integration, reputational risk and shifting internal power dynamics all land on the same agenda, often at the same time.
That is why the most consequential board capability in M&A today is not technical literacy. It is judgment under compression. The board is increasingly asked to arbitrate: what is strategically right but hard to execute, what is executable but strategically thin, what looks accretive but is fragile, what is defensible in a model but indefensible in the real world once the deal becomes public.
As Simon Warshaw, Senior Managing Director, Evercore, noted during the panel, boards are now spoilt for choice in what they could worry about: leaks happen earlier, companies are thrust into the spotlight sooner, and that is before the board is dealing with integration and its own internal dynamics.
In that environment, “complexity” is not just a deal feature. The board’s central task becomes simple: decide whether the organisation is robust enough to carry the risk it is choosing.
The new boardroom question: What future are we buying?
The familiar board deck still exists: strategic fit, valuation, risk, regulatory pathway, integration plan. However, boards are increasingly asking a different class of question – not “does this work in the model?” but “what reality does this assume?”
That shift matters because it moves the discussion away from technical completeness and toward risk analysis. The question is no longer whether the deal clears internal hurdles. It is whether the value case survives contact with the world it will be executed in.
Janet Raimondo, Global Head of Legal Transactions, Novartis, observed that boards are asking more fundamental questions than before: why this deal, why now, whether it is the highest-impact use of capital, where the true uncertainty lies, what execution failure would actually look like, and where the single point of failure may sit. Those questions are harder not because boards have become more demanding, but because the environment has made simplistic answers dangerous.. A deal can be strategically coherent and still be the wrong choice if the execution path is too long, too exposed or too dependent on variables the company cannot control.
The practical consequence is that boards are increasingly forced to rank opportunities in terms of strategic resilience: not “is this a good deal?” but “is this the best way to spend influence, attention and risk budget right now?”
Why value is now a question of judgment, not just economics
As Gillian Tett, Provost of King’s College Cambridge and columnist, Financial Times, argued in her fireside chat, what has changed is not simply that boards face more risk. It is that politics now shapes deal outcomes more directly, rather than acting as a background condition to them. In earlier cycles, financial logic could often carry the argument, with political and regulatory factors treated as constraints around the edges. That is no longer a safe assumption.
Tett’s broader point was that boards can no longer rely on neat models alone: a transaction can make sense on paper and still fail in practice. Regulatory posture, industrial policy, national security concerns, supply chain exposure and shifting political sentiment can all determine whether a deal proceeds, on what terms and with what durability. The old map has not disappeared entirely, but it no longer matches the terrain closely enough to guide board decisions on its own.
Boards are no longer judging value solely through synergies, accretion and execution timetables. They are also judging whether the assumptions beneath the deal are robust in a world where permission, legitimacy and political interpretation increasingly shape outcomes.
Many of the variables that now determine outcomes sit outside the model altogether: not only financing and timing, but regulatory posture, supply chain resilience and stakeholder reaction.
Valuation is no longer a number; it is a tone-setter
In volatile conditions, valuation stops being an output and becomes a psychological input. The first number a board sees often sets the emotional frame for everything that follows: conditionality, timetable, stakeholder impact and even the willingness to explore alternatives.
Boards that are not prepared for that moment can find themselves reacting as much as reasoning. As Warshaw suggested, a low opening position can harden sentiment quickly, while a credible valuation range, discussed in advance, can shift the posture from reflexive rejection to structured negotiation.
If they don’t like the value, deal risk and conditionality tend to get debated much earlier. If the value is in the right ballpark, the dynamic often becomes: how do you solve these problems?
Julian Long, Partner
The most sophisticated boards recognise what that reveals. Many risk concerns are valuation concerns in disguise. Deal complexity does not become tolerable because it is objectively manageable; it becomes tolerable because the price justifies the risk.
Governance is not administration; it is leverage
Boards often talk about governance as process: minutes, committees, approvals, documentation. In M&A, governance is something else. It is the mechanism that preserves legitimacy under scrutiny and maintains coherence when the organisation is under stress.
As Dame Jayne-Anne Gadhia, Chair, Moneyfarm; Lead Non-Executive Director, HMRC, emphasised, boards often need to devote more time than they initially think they should to governance: ensuring the process is properly documented, the decision-making is well thought through, and the presentation of issues is clear enough to withstand scrutiny.
The emphasis on “more time than you think” is not bureaucratic. Board decisions in M&A are rarely purely rational; they are made by people with reputations, histories and experiences, deciding under time pressure.
Preparation is critical. Boards that encounter a full proposal only at the meeting where a decision is required will come under further pressure. A rushed decision risks putting emphasis on individual perspectives rather than collective judgement.
In other words, the quality of the board decision is often determined before the board meeting happens. A well-run process is one where the board has had time to absorb the logic, interrogate the weak points and separate the strategic from the tactical.
Boards need to be led – and leadership changes by moment
Boards need different leadership at different stages: executive leadership when the issue is strategic intent and momentum; chair-led governance when the issue is stewardship, legitimacy and decision integrity.
This is not simply etiquette. It is operational. The board’s ability to stay aligned under stress often depends on whether it is being led by the right person at the right time, with the right amount of structure.
The practical lesson is that chairs and executives should treat board alignment as an operational workstream, not a soft skill. It requires preparation, sequencing, and disciplined escalation of information. As Raimondo noted, “If you respect the board and their function, you will even advise them on the marginal governance requirements.”
Identity has become a deal variable
In prior cycles, boards often treated questions of corporate identity — where the company “belongs,” how it is perceived, what it signals geopolitically — as peripheral. Today those issues increasingly sit inside the deal logic, not outside it.
Where a company is incorporated, where its leadership is located, how it positions itself politically and strategically — these are now seen as factors that shape execution risk, regulatory response and stakeholder tolerance.
Companies and boards are thinking much more carefully about where they belong… Now the question is: what does the country you belong to bring to the company and what is it trying to achieve?
Julian Long, Partner
This is not ideology. It is risk management. The more “transactional” politics becomes, the more boards need to think about how the deal will be interpreted, not just how it will be executed. The decision is no longer just “can we do this?” It is “what does this make us — and how will that shape the clearance path, the stakeholder response and the post-deal reality?”
What this means for boards
M&A is now executed in an environment where uncertainty is not episodic; it is structural. That makes board effectiveness less a matter of knowing every risk, and more about setting the conditions for sound judgment under pressure.
Three decision implications follow.
First, boards must formalise their “decision posture” before they are forced to decide. That means periodic work on strategic priorities, valuation ranges and sensitivities so that unsolicited proposals or accelerated processes do not trigger reflexive responses that become difficult to unwind.
Second, governance is leverage, not overhead. Boards should invest more time than perhaps feels necessary in preparation, documentation and process design because scrutiny, leaks and stakeholder pressure now arrive earlier – often before the organisation is ready. The quality of the process determines the durability of the decision. Boards also need to test not just whether a deal is technically executable, but whether it has the regulatory, political and stakeholder durability to survive scrutiny over time.
Third, board leadership must be dynamic. Chairs, NEDs and executives should treat alignment as an operational discipline: ensuring there is sufficient oxygen for thinking, sequencing information and calibrating who leads when. In a high-pressure deal, the board's human dynamics are not a side issue; they are part of execution risk.
The most effective boards are not those that chase every opportunity. They are those that create the conditions to decide cleanly as the world changes around the deal, recognising that permission, legitimacy and durability now shape value more directly than older deal frameworks assumed. In that context, governance is not administrative overhead but strategic leverage: boards that invest time and effort in alignment, process and clarity are better equipped to carry risk – and to walk away when the cost of complexity outweighs the value of the deal.
