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Question
Dear Christian

http://en.wikipedia.org/wiki/Non-executive_director
http://en.wikipedia.org/wiki/Independent_director

Can both Non Executive and Independent Directors play an active
role during mergers and acquisitions ?.

Example :

Company A (Parent, Acquirer, Merger-er) , Company B (Secondary, Acquired, Merged).

Case 1 :

Company A and Company B both have Non Executive and Independent Directors.

Case 2 :

Company A has Non Executive and Independent Directors,
Company B do not have Non Executive and Independent Directors.

Case 3 :

Company A do not have Non Executive and Independent Directors, Company B have Non Executive and Independent Directors.

Awaiting your reply,

Thanks & Regards,
Prashant S Akerkar

Answer
Dear Prashant -

My apologies for this tardy reply.

As always, fact patterns are dependent on the details.

To give a precise reply, you will need to explain what jurisdiction applies, i.e., where are these companies incorporated and where is the m&a event taking place?  Laws of the governing jurisdiction will determine issues like this.   

You have asked general questions - so, in general, no, non-executive and independent directors do not play an active role during m&a events.  It is precisely their "non-executive" and "independent" functions that make them less or not at all "active."

Again, the specifics of your transaction will determine the answer  - if you'd like a more specific answer, please provide more details, especially those pertaining to which jurisdiction governs.

Thanks much for your question!

Christian Eades  

International Business

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Christian Eades

Expertise

I can answer all questions related to the immigration aspects of international business involving the US. I can also offer expertise on more general legal questions relating to international business.

Experience

I am a US immigration attorney and former US State Department Consular Officer. I assist clients every day with routine and unusual issues related to doing business in, emigrating to or visiting the US. I have lived in and/or done deals on three continents, including Europe, Asia and Africa.

Education/Credentials
Two law degrees, including an LL.M., the most advanced law degree awarded in the US.

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