What should a board require before a major transaction decision?
Give directors timely evidence, alternatives, risk analysis and a clear approval record.
A board considering a financing, acquisition, sale or restructuring should receive a concise decision paper covering the objective, alternatives, valuation, funding, stakeholder effects, risks, conflicts, diligence, approvals, implementation and downside cases. The governance process should reflect the company's jurisdiction, constitution, applicable rules and directors' duties.
Decision support and scope
Corporate-finance advisers can support financial analysis, alternatives, valuation, transaction materials and execution planning. Legal counsel, the company secretary, auditors, remuneration advisers and other specialists retain their respective professional responsibilities. This page does not claim director-compensation or legal-governance services.
Board paper checklist
| Section | Required content |
|---|---|
| Decision | Exact resolution, authority and deadline. |
| Alternatives | Status quo and credible strategic or financing routes. |
| Value | Valuation, sensitivities, dilution and stakeholder outcomes. |
| Risk | Commercial, financing, legal, regulatory and execution risks. |
| Governance | Conflicts, advisers, committee roles, approvals and minutes. |
| Implementation | Owners, milestones, conditions and reporting. |
Official sources reviewed
| Official source | Why it matters |
|---|---|
| FRC; Corporate Governance Code Guidance | Official guidance on board effectiveness, information, decision-making and controls. |
| FRC; UK Corporate Governance Code 2024 | Current UK governance principles for companies within scope. |
Sources reviewed September 2026. Rules, standards and market practice can change; verify the current position with qualified advisers.
Related Matchpoint resources
Last updated: September 2026.
It should state the decision, objective, alternatives, value, financing, stakeholder effects, risks, conflicts, diligence, approvals, conditions and implementation plan.
The board retains its decision responsibility, subject to applicable law and governance. Advisers provide defined analysis and professional advice within their scope.
No. Its formal application depends on listing category and rules. Other companies may use relevant principles voluntarily, subject to their own legal framework.
Discuss a mandate
Speak to a partner about the structure, evidence and execution plan for your transaction.
