Notes:

• Go/No-Go Decisions: The Board must establish a clear framework for deciding whether to engage in a transaction process. This includes setting a minimum price threshold and asking: “Is this transaction in the best interest of shareholders?”
• No-Shop and Exclusivity: When engaging with a potential buyer, the company may agree to a “no-shop” clause (the seller agrees not to talk to other bidders) for a set period (e.g., 30-50 days) in exchange for exclusivity. The Board must ensure this exclusivity is not abused to stall a superior offer.
• Diligence: The Board authorizes the release of confidential information to qualified bidders. Governance requires protecting this information to prevent leaks.
• Competitive Bidding: Unless there are specific reasons not to do so (e.g., the target is unique), the Board should encourage competitive bidding to ensure the best price.