How Better Board Meetings Can Help Save 50–85% of M&A Failures
It's the third year of a five-year hold, and the portfolio board is on item four of seven. The CFO is walking through the monthly numbers: revenue a little light, cash fine, covenants comfortable. Someone asks about the pricing programme, which was one of the main reasons the fund bought the business, and it turns out it was folded into the wider commercial plan last autumn when the new CEO arrived. Nobody objects. There's another item to get through and the meeting is already running late.
Scenes like that go a long way towards explaining a statistic most people in M&A know by heart. Depending on whose research you read, somewhere between 50% and 85% of acquisitions fail to deliver the value expected when they were approved. Wharton's Robert Holthausen put the research consensus at 50% to 80%. Clayton Christensen and his co-authors in HBR went further, at 70% to 90%. Whichever end you believe, the number has barely moved in decades.
The standard answer is better diligence and better models, and nobody would argue against either. But the deals behind those figures were mostly approved by sensible people looking at reasonable numbers. A lot of them went wrong afterwards, in the years when the investment thesis was meant to be turning into results and the board's attention had wandered elsewhere.
That stretch is what this article is about. We'll look at it mainly from a private equity angle, though anyone overseeing an acquisition inside a corporate will recognise most of it.
In this article:
Why this is a meeting problem as well as an analysis problem
How can board meetings improve M&A outcomes? By keeping the investment thesis in front of the people responsible for it, meeting after meeting, for as long as the business is owned. Analysis is what gets a deal approved. Whether the reasons for approving it survive gets decided in a long run of fairly ordinary meetings afterwards.
The imbalance is striking once you notice it. Before approval, a deal team can spend months on a target, and the Investment Committee will have pored over a thick memo. Afterwards, oversight goes to a portfolio board that meets monthly or so, with a pack built around trading, cash and covenants. Those deserve attention, obviously. They just aren't the thesis, and it's perfectly possible to get through a whole hold period on them without anyone asking whether the original reasons for the deal still stand. As Brian O’Kelley, pointed out in an episode of Sherpany’s Boardroom Confidential podcast, boards need to look beyond routine performance updates and focus on the bigger strategic picture “Board meetings aren’t progress check-ins. They’re about strategy.”
Which is why we treat this as a governance question. Investment Committee governance often stops at the vote. Board oversight of acquisitions after that depends on unglamorous things: what's on the agenda, what goes in the pack, who's in the room and what ends up in the minutes.
Where the thesis gets lost
Why do M&A decisions lose impact after approval? Usually because the thesis and the meetings meant to oversee it drift apart, a little at a time.
Part of it is paperwork. The IC memo sits in the deal team's files, the 100-day plan with the operating partner, and the portfolio board papers go out to yet another list of people. Minutes from one forum seldom mention the others. Ask who holds the complete story and you tend to get a shrug.
Part of it is the assumptions. Growth comes in a bit slower than modelled. A pricing initiative is pushed back a quarter, then another. The bolt-on everyone was counting on falls through. Each change is handled sensibly enough at the time, but hardly anyone puts the combined effect to the board as one question, so value creation in M&A ends up being judged against a target that has moved four or five times.
And a big part of it is people. Heidrick & Struggles and AlixPartners found that more than 70% of CEOs at PE-backed companies are replaced during the average holding period, with the median hold now around six years. Deal partners rotate as well, chairs change and new non-executives join. By exit, the board in the room may have almost nobody in common with the committee that approved the deal, and it's hard to oversee a decision you weren't there for.
What better portfolio meetings look like
Good portfolio board meetings bring the Investment Committee's decision into the room and keep the value creation priorities on the agenda for the whole hold, where directors can't avoid seeing them.
In practice that tends to start with a single page. Put a short summary of the thesis, as the IC approved it, at the front of every pack: why we bought, the handful of levers we're relying on, what they depend on and roughly what we expected to see by now. Keep it to one side of A4 or people will skip it.
Then give the thesis its own slot. Quarterly is usually enough. The board goes lever by lever and asks whether each one is on track and, if not, whether the thesis still makes sense. The monthly trading discussion doesn't go away; it just stops swallowing everything else.
When the thesis does need changing, and over six years it probably will, the board should change it on purpose, minute the reasons and let the IC know. Some will find that bureaucratic. We'd argue it's the one thing standing between a deliberate change of plan and a slow, unrecorded rewrite of the deal.
Much of this comes down to the chair, who has to make it safe to say a lever isn't working. An operating partner who flags a problem early deserves thanks, rather than the sense that they've spoiled the meeting.
The meeting mechanics that support this
None of that holds up without some plain mechanics underneath. These are the ones we see making the most difference.
Track value creation at portfolio level
Every company board should track its own levers. The fund, or the corporate development team, also needs to see them side by side, which means agreeing a common format: the same few measures for each company, reported against the original case. It sounds dull. It's also how an IC notices that pricing levers across the portfolio keep taking twice as long as planned, or that one kind of synergy never seems to arrive. Look at each board in isolation and every problem seems like a one-off.
Preserve continuity when membership changes
Given how often CEOs change, continuity can't rest on whoever happens to be sitting round the table. A new director or executive should get a proper induction to the thesis, meaning the IC memo, a summary of the approval discussion and the big decisions since, as well as the latest board pack. When a deal team hands over to an operating team, that deserves a minuted meeting of its own rather than a quick call. And if one person can hold the thread through a long hold, it's usually the chair.
Keep governance records accessible
Relying on institutional memory is a gamble. Memory walks out of the door with people, it's selective, and it has a habit of keeping the conclusion while losing the conditions attached to it. A record lasts longer: minutes that set out why decisions were taken, papers kept in one place, actions followed through to the end. Then a director who joined last month can find out what was agreed two years ago without ringing three people and hoping one of them remembers.
Bring the target's risk register into the boardroom
Risk management gets surprisingly little airtime in conversations about M&A performance, given how much it matters. Diligence gives buyers a detailed view of the target's business, security and financial risks, and that view is getting sharper: in Datasite's 2026 survey of 1,000 dealmakers, run with FT Longitude, 47% said AI is helping them see risks earlier in the deal. The problem comes after closing, when much of that knowledge stays behind in the data room.
The target will usually have a risk register of its own. Take it over, fold in what diligence found and make it a working document for the portfolio board. Which risks did the IC accept at approval, and what was it assuming at the time? Were any security issues flagged and then parked? Is there a customer concentration or a tight covenant that looked fine in a good year and might not in a bad one? Listed companies in the UK are expected to carry out a robust assessment of their emerging and principal risks. Portfolio boards could do worse than borrow the habit, starting from the diligence findings, so they aren't blindsided by something they were warned about on day one.
A short diagnostic for Investment Committees
What should an Investment Committee check after approval? Whether the people overseeing the investment can still see what was approved: the context, the priorities and the assumptions. A year or so into a hold, it's worth asking a few blunt questions.
Could the portfolio board chair explain the original thesis without reaching for the memo? Is a summary of that memo in the board pack at all? Are the value creation levers reported against the original case, or only against this year's budget?
Then some harder ones. Has a key assumption changed since approval, and if so, did any board decide to accept the change? When did the portfolio board last look at the risks the IC accepted at entry, including the security ones? If the CEO or lead partner resigned tomorrow, could their successor find out why past decisions were made? And could the IC compare this investment with the rest of the portfolio on the same terms?
If you're answering no to more than two or three of those, the thesis is probably slipping out of view, whatever the monthly numbers say.
Common questions
Why do so many acquisitions fail to deliver the value expected?
Estimates range from roughly 50% to 90%, and the reasons vary: overpaying, culture clashes, integration that drags. One that comes up again and again is that, once the deal is done, its original rationale stops shaping how the business is run and overseen.
What should an Investment Committee do once a deal is approved?
Make sure the thesis goes with it. Hand the portfolio board a short summary, agree that progress will be reported against the original case, and ask to hear about it when an important assumption changes.
How can boards keep decision quality high across a long hold?
Keep the thesis on the agenda, write down the reasoning behind decisions, follow actions through and give every new director a proper introduction to what was approved and why.
Where to go from here
Of all the governance levers available once a deal is approved, better board meetings and decision continuity are probably the most practical. They need an agenda that makes room for the thesis, papers that report against the original case, minutes that keep the reasoning and a chair willing to hold the line. That's most of what good M&A board governance looks like day to day, and it's where M&A value creation is defended, or lost, one meeting at a time.
How Sherpany supports better M&A board meetings
Sherpany is designed for this kind of continuity. Portfolio board and committee meetings live in one secure platform, with agendas, papers, minutes and actions linked from one meeting to the next. The Agenda Builder helps chairs and Company Secretaries set clear objectives for each item, which makes it easier to protect a regular thesis review from the pull of trading updates. The Insights feature brings up relevant material from earlier meetings, so a director or executive who joined recently can see what was decided before their time.
After each meeting, the Minutes feature produces a structured draft, with decisions and tasks identified, for people to review and approve, and actions are tracked against owners and deadlines until they're done. Role-based access and encryption keep sensitive deal and portfolio information protected. And because Sherpany is part of the Datasite Group, it sits alongside the platform many dealmakers already rely on for the transaction.
Keep the thesis in the room
Most of the acquisitions in those failure statistics didn't look like mistakes when they were approved. They were reasonable decisions that lost their way over the following years, as plans were revised, people moved on and the reasons for buying the business slipped out of the conversation.
Better board meetings can't rescue a deal that should never have happened. They can help preserve the original investment thesis and strengthen governance across the investment lifecycle, though, and for a fair number of deals heading the wrong way, that's where the rescue starts.
To see how Sherpany supports portfolio board meetings that keep the thesis on the table, start your free trial or book a meeting with our team.