Governance in the Context of Mergers & Acquisitions
Roles, Responsibilities, and Best Practices for Directors and Advisory Board Members in the Context of Growth Through Acquisition or Succession and Business Transfer Planning
To ensure a diversity of backgrounds and perspectives, as well as the quality of discussions within the group, applications submitted through the expression of interest form will be reviewed and a selection process will be conducted prior to admission.
In-person 1 day (6 hours: from 8:00 AM to 2:00 PM)
Dates and venues
October 28, 2026 – - Blakes, 1 Place Ville Marie #3000, Montréal, Québec H3B 4N8
Program Summary
This program focuses on the specific governance responsibilities that arise throughout the M&A lifecycle—from strategic alignment and transaction oversight to fiduciary duties, risk management, and post-transaction monitoring. Participants will develop a clear understanding of the expectations placed on boards of directors before, during, and after an acquisition or divestiture process.
Grounded in real-world transaction experience, the program combines legal, financial, and strategic perspectives to help directors ask the right questions, make informed decisions, and effectively fulfill their responsibilities in high-stakes M&A situations.
Led by Sophie-Emmanuelle Chebin, Founder and President of Arsenal Conseils, the program is delivered by experienced practitioners from KPMG, Blakes, and National Public Relations. The curriculum emphasizes practical governance frameworks, real-life case studies, and best practices applicable to both private and institutional settings. It addresses governance considerations related to growth through acquisition, succession planning, and business transfers, as well as the role of the board of directors in ensuring the long-term sustainability and success of the organization.
What You Will Learn
- The role of boards of directors and advisory boards in M&A transactions before, during, and after the transaction
- Key decision points requiring board approval or involvement
- Governance best practices for evaluating strategic fit, valuation, and transaction risk
- Board responsibilities during post-transaction integration and transition phases
- Common governance pitfalls in complex transactions and how to avoid them, featuring a panel discussion with experienced board members and directors.
Who Should Attend
- Directors of private, family-owned, or institutional organizations
- Members of advisory boards
- Independent directors preparing for M&A-related mandates
To ensure a diversity of backgrounds and perspectives, as well as the quality of discussions within the group, applications submitted through the expression of interest form will be reviewed and a selection process will be conducted prior to admission.
Faculty / Instructors
All instructors are seasoned practitioners with extensive experience advising boards of directors and executive leadership teams on complex M&A transactions.
Sophie-Emmanuelle Chebin is President and Co-Founder of Arsenal, a consulting firm specializing in strategy, governance, and communications. A lawyer by training, she has worked extensively in mergers and acquisitions, both in private practice and at the Canadian National Railway, where she contributed to complex transactions and post-deal integration initiatives in close collaboration with senior management and the board of directors. After spending more than a decade within a large publicly traded corporation, Sophie-Emmanuelle shifted her focus toward strategic and governance advisory services. Today, she works closely with boards of directors navigating growth through acquisition, organizational transformation, and long-term value creation. An experienced corporate director, she brings a nuanced understanding of fiduciary responsibilities, board dynamics, and the human and strategic considerations that arise in M&A transactions. Her expertise is particularly valuable in supporting boards through critical decision-making processes, transaction oversight, post-merger integration, and the long-term sustainability of organizations.
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As a Strategic Advisor, Hubert advises clients on business strategy development, governance matters, long-term planning, and major transactions and initiatives. Before joining Blakes, Hubert served as President and Chief Executive Officer of CBC/Radio-Canada for 10 years, where he successfully led an unprecedented digital transformation of Canada’s national public broadcaster. Prior to that, he spent more than 20 years as a corporate lawyer with leading Canadian law firms, advising clients on a wide range of corporate and strategic matters.
Angelo provides legal counsel to a broad range of Canadian and international clients on complex transactions and specialized matters relating to corporate and commercial law. His practice focuses primarily on mergers and acquisitions, private equity, venture capital, energy, joint ventures, investments and divestitures, and infrastructure projects.
He has advised numerous foreign organizations on establishing, financing, and growing their businesses in Canada, and has guided entrepreneurs and investors on structuring their holdings across a variety of industries. With more than 25 years of experience, Angelo has acted as trusted legal counsel to strategic buyers and private equity firms on complex share and asset acquisitions in sectors including food and agribusiness, aerospace, defence, automotive parts, technology, energy production, software, publishing, and pulp and paper.
Angelo has authored numerous publications, primarily in the fields of mergers and acquisitions and energy law. He is regularly invited by professional organizations and academic institutions to speak on these topics and other matters related to corporate and commercial law.
He is Co-Chair of the firm's Agribusiness and Food & Beverage Industry Group, serves on the Board of Directors of the Italian Chamber of Commerce, and sits on the Advisory Committee of the Montreal M&A Club.
As a Strategic Advisor, Louis advises the firm’s clients on complex matters involving financial services regulation, securities markets, commercial transactions, sustainability and ESG considerations, governance and public policy, as well as significant regulatory and disciplinary issues. Drawing on his experience as a chief executive officer, he also provides strategic guidance on risk management, crisis management, and stakeholder relations.
Before joining Blakes, Louis spent more than 17 years with the Autorité des marchés financiers (AMF). He first served as Superintendent of Securities Markets before being appointed President and Chief Executive Officer, a position he held from July 2013 to July 2023. During his tenure, he led a significant transformation of the organization’s culture and played a key role in enhancing the AMF’s visibility and influence within both Canadian and international regulatory forums.
Among his many leadership roles, Louis chaired the Canadian Securities Administrators (CSA) for more than seven years and represented the AMF on the Board of the International Organization of Securities Commissions (IOSCO) for a decade, making substantial contributions to the initiatives of both organizations.
With extensive experience as a regulator, Louis brings a unique perspective on the public policy foundations underpinning Quebec’s financial services framework and Canada’s capital markets. His deep understanding of the inner workings of the AMF, the CSA, and financial markets—both domestically and internationally—provides invaluable insight to the firm’s lawyers and clients.
Prior to joining the AMF, Louis practiced corporate law for nearly ten years at another leading Canadian law firm, where he developed significant expertise in securities law, corporate finance, and mergers and acquisitions involving both public and private companies.
Jan-Fryderyk Pleszczynski
Jan-Fryderyk Pleszczynski
Partner & Managing Director, Corporate Finance, KPMG
Jan-Fryderyk, Partner & Managing Director, Corporate Finance at KPMG, is based in the Montreal office. He advises entrepreneurs and private company executives on strategic transactions and high-impact business decisions.
With more than 25 years of experience as a business executive, entrepreneur, and corporate lawyer, Jan-Fryderyk brings strong operational expertise to our clients, approaching each opportunity with a practical understanding of business challenges from both the investor and management team perspectives.
A key member of our Private Capital practice in Quebec, Jan-Fryderyk supports clients through various stages of the investment and growth cycle, with a focus on mergers and acquisitions, financing, value creation, and governance. His approach is grounded in a strategic, operational, and human understanding of complex situations.
Larry Markowitz
Larry Markowitz
Directeur principal, Communication financière au sein du Cabinet de relations publiques National
Larry Markowitz is Senior Director, Financial Communications, at the National Public Relations firm. An experienced business and securities lawyer, investor, and entrepreneur, Larry brings strong leadership, strategic planning, and analytical expertise to his role as a trusted advisor to both clients and colleagues. Larry practiced corporate, competition, and foreign investment law for 15 years. More recently, he has been involved in launching a number of startup ventures, including a company focused on financing renewable energy projects. Actively engaged in the community, Larry serves on the Board of Directors of the YES Montreal, a non-profit organization that provides English-language support services to help Quebecers find employment and start businesses. He also mentors startup companies through La Fondation Montréal inc. and is a member of the Securities Law Committee of the Business Law Section of the Canadian Bar Association. Larry previously served as President of the Lord Reading Law Society, a Montreal-based association of legal professionals that organizes gala dinners featuring distinguished speakers on professional, current affairs, and cultural topics, while also promoting discussions related to the protection of human rights.
Panelists
In addition to the training sessions, participants will benefit from exclusive discussions with experienced directors, executives, and investors. These conversations will provide valuable opportunities to explore the topics covered in class through real-world experiences, practical case studies, and diverse perspectives on governance in an M&A context.
Jacques Marchand
Jacques Marchand
Vice-président, Grandes entreprises – Québec, CDPQ Placements privés Québec inc.
Jacques Marchand is responsible for La Caisse’s transaction and investment activities involving major Quebec-based companies. His mandate is to develop and execute investment strategies that support the growth of the portfolio under his management, which includes approximately 50 companies. The team he leads oversees relationships with all large Quebec companies in the portfolio, while also identifying attractive investment opportunities and contributing to the overall strength and vitality of Quebec’s financial ecosystem.
Jacques has more than 30 years of experience in investment management and corporate finance. Since joining CDPQ in 2016, he has held several leadership positions, including Senior Managing Director and Head of Large Private Companies, as well as various roles within the Private Equity team.
Prior to joining CDPQ, Jacques spent 10 years at Transat, where he served as Director of Corporate Development and later as Vice President, Transformation. In these roles, he played a key part in strategic initiatives, corporate growth projects, and transformational programs within one of Canada’s leading travel companies.
Julie Morand
Julie Morand
Vice-présidente, Placements privés et investissement d'impact - Industries chez Fonds de solidarité FTQ
Julie's track record is impressive: After earning a bachelor's and a master's degree in finance from Université de Sherbrooke, followed by the CPA designation, she began her career in finance at GE Capital, where she completed, among other things, her training for Lean Six Sigma Black Belt certification. She spent a few years at Société générale de financement (SGF) before joining the ranks of Roynat Capital. For more than 10 years, she held, in turn, the positions of Senior Associate Director and Regional Director, responsible for growing the portfolio and client base. She then moved to National Bank of Canada, where she served as Assistant Vice-President, Business Transfer and Supply Chain Financing, before joining the Fonds de solidarité FTQ.
"A strategic partner and creator of business opportunities, Julie quickly transforms the needs of businesses into value-added solutions. Her vast experience in business development, negotiations, mergers and acquisitions, combined with her leadership skills, is sure to serve our partner companies well," said Janie Béïque, Executive Vice-President, Investments, at the Fonds de solidarité FTQ.
Her enthusiasm, determination and passion shine through in this interview, during which she talks about her team's goals and challenges.
Agenda / Curriculum
In an M&A context, every message matters. Poorly planned communications can create uncertainty, erode trust, and increase reputational risk. When thoughtfully executed, however, communications become a strategic tool to reassure stakeholders, support integration efforts, and protect transaction value.
This session will provide practical guidance on communicating clearly and consistently with employees, customers, partners, investors, and the media, while addressing the unique challenges of reputation management, confidentiality, and timing that arise throughout the transaction process. Participants will gain actionable insights to help navigate sensitive communications before, during, and after a transaction.
This session will explore the responsibilities of boards of directors in a transactional context, including issues related to confidentiality, conflicts of interest, and information asymmetry. Participants will also examine governance mechanisms and best practices that support informed and effective decision-making. Designed for directors and advisors, this session will help participants fully understand and fulfill their role during high-impact strategic transactions.
This session will explore directors’ fiduciary duties, the unique responsibilities of appointed directors, the risks associated with conflicts of interest and multiple board mandates, as well as the governance considerations surrounding board observers. A recent decision by the Conflict of Interest and Ethics Commissioner will be examined as a practical case study to illustrate these concepts in a real-world context.
How can a board ensure that a transaction is not only well conceived, but also successfully executed? This session will examine the board’s role in transaction readiness, integration planning, risk management, and value creation oversight throughout the entire transaction lifecycle.
Request Information
- Fee: $895
- Private sessions and in-house corporate delivery available upon request
- Customized programs available for organizations, portfolio companies, and governance groups
FAQ
No. Prior experience in mergers and acquisitions is not required to participate in the program.
However, the program is designed for directors who already have significant governance experience or recognized governance training. The objective is to bring together experienced participants who can contribute strategic insights and informed perspectives on the governance issues arising in M&A transactions.
As such, this program is not intended for individuals who are new to governance or who are simply seeking an introduction to the role of a director.
The cancellation and substitution terms will be detailed on the registration page.
Yes. Each participant will receive a Certificate of Participation from the M&A Club Academy upon completion of the program.
Yes. A portion of the program focuses on the board of directors’ role in business succession planning and ensuring the long-term sustainability of the organization.
These issues become particularly relevant when a founder begins planning for retirement, a sale of the business is being considered, or a change of control is anticipated. In such situations, the board has specific responsibilities: anticipating key milestones, structuring decisions proactively, preserving enterprise value, and ensuring continuity for all stakeholders.
The program prepares directors to understand these responsibilities and to exercise effective oversight and judgment in high-stakes transition and succession scenarios.
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