Podcast Summary: The Corporate Director Podcast

Episode: Getting Transaction Ready: Boards, Deals, and Tech in Unpredictable Markets
Date: October 15, 2025
Host: Dottie Schindler with Megan Day
Guests:

• Kira Ciccarelli (Diligent Institute – Senior Manager, Research)
• Rich Mullen (Partner, Wilson Sonsini)
• Ranga Bodla (VP, Field and Industry Marketing, Oracle NetSuite)

Overview

This episode explores how corporate boards and their organizations prepare for transformative transactions—including mergers, acquisitions, IPOs, and funding rounds—in an unpredictable economic environment. Drawing on recent joint research from Diligent Institute, Wilson Sonsini, NetSuite, and finance leadership groups, the episode addresses trends, challenges, and technological opportunities in transaction readiness. Insights are gleaned from both practical dealmaking professionals and governance researchers.

Key Discussion Points and Insights

1. Defining Transaction Readiness in 2025

• Report Context:
  Kira Ciccarelli summarizes new research surveying board directors, C-suite members, general counsels, and corporate secretaries about their strategies and challenges in today's environment.
  "Looking at what their growth strategy was, what are some of the biggest challenges that they've found in the current economic environment when it comes to being transaction ready?" (01:35, Kira Ciccarelli)

• Who Was Surveyed:
  Respondents included finance leaders (via CFO Alliance and CFO Leadership Council), legal professionals, and members of management and boards, with focus on technology and life sciences sectors (05:00–06:07).

2. Deliberate Deals in Uncertain Markets

• A Shift in Approach:

  • Nearly half of organizations are actively considering transactions, but most are evaluating deals far more carefully and slowly.
  • Increased due diligence and risk aversion are direct responses to economic uncertainty.
    "They're being a lot more careful and saying, 'Does this really make sense? Have we crossed our T's, dotted our I's?'" (06:18, Ranga Bodla)

• Information Challenges:

  • Uncertainty translates into "information problems" that paralyze or delay decision-making. "If you don't have good information going into it, it's hard to make those decisions."(07:13, Rich Mullen)

• Growth Still a Priority:

  • 49% of surveyed organizations continue to prioritize M&A or strategic partnerships despite turbulence.
  • The culture of 'growth at any cost' has shifted toward measured, profit-impact focused activity.

3. M&A Appetite: Drivers and Motivations

• Fear of Missing Out, Especially in Tech:

  • The strategic need to stay ahead, especially in high-growth areas like AI, leads to active talent and IP acquisition through M&A.
  • "There's a large fear of missing out... there's a lot of competition for talent." (09:06, Rich Mullen)

• Liquidity Pressures:

  • With IPO markets sluggish, private companies focus on alternate routes—M&A as a primary path to liquidity for investors. "Historically, most of the exits are M&A exits in the technology sector… the vast majority of companies end up selling and that's [the] liquidity event." (10:23, Rich Mullen)

4. Technology Adoption: Gaps and Opportunities

• Surprisingly Low Integration Rates:

  • Only 4% have fully integrated Governance, Risk, Compliance (GRC), and financial systems to support transactions.
  • 20% use secure data rooms; a mere 5% tap into AI-powered data tools for deals. "There isn't that same checklist [for other transactions as for IPOs], so they're like, 'Oh, I don't necessarily need to worry about it.'" (12:17, Ranga Bodla)

• Challenges to Tech Adoption:

  • Private companies, with tighter resources, deprioritize technology investment.
  • "If you're running your business day to day and... trying to allocate how to spend your resources, adopting lots of different technology probably is not high on your priority list." (13:28, Rich Mullen)

• Opportunity:

  • Early adoption of integrated tools makes companies better positioned for smooth and secure transactions while day-to-day operations benefit from increased efficiency.

5. Resource Constraints and Team Structures

• Major Barriers:

  • 56% cited limited resources, 28% faced personnel shortages impacting readiness.
  • AI presents an opportunity: doing “more with less” in early-stage organizations, especially for transaction support roles.

• Role Multiplicity:

  • Key staff often wear multiple hats, especially in smaller or earlier-stage firms. "You might be a VP of finance... but at the same time you're also helping evaluate strategic investment opportunities..." (15:58, Rich Mullen)

6. Board Involvement and Alignment

• Board Role Gap:

  • Only 40% of boards are highly engaged in transaction strategy discussions, and a third of respondents seek better board-executive communication. "This was the one that probably stood out to me as the most surprising... boards are very engaged when you have a transaction and helping drive and lead the negotiations..." (16:50, Rich Mullen)

• Best Practices:

  • Schedule regular board meetings specifically to assess strategic alternatives and deal readiness.
  • Encourage boards to evaluate deals annually—even if just hypothetical—to build strategic muscle.

7. AI on the Transaction Readiness Horizon

• Cautious Optimism:

  • Boards want to embrace AI, but finance and legal teams remain wary of its reliability for deterministic (must-be-correct) tasks. "In M&A... you don't want it to be probabilistic. You want, you know, hey, if the answer is five, I want the answer to be five tomorrow." (19:10, Ranga Bodla)

• Augmentation, Not Replacement:

  • AI won't replace dealmakers soon but can automate due diligence, document prep, and data-intensive tasks. "AI tools... augment and enhance their capabilities. The tension... is that a lot of the tools are just not accurate enough for the client demand." (20:53, Rich Mullen)
  • Human oversight remains critical.

Notable Quotes & Memorable Moments

• On Shifting Strategies:
  "Companies aren't going to pursue [less] transaction activity now, it's just more that they're being way more deliberate and careful..." (31:29, Kira Ciccarelli)

• On AI Readiness:
  "The promise is there, but it's like, do I really trust it and, and hesitation to be able to put it in yet." (20:53, Ranga Bodla)

• On Resource Management:
  "Companies are able to do more with less... they can grow without growing their finance team." (15:03, Ranga Bodla)

• On Board Involvement:
  "Setting one or two regularly scheduled meetings a year to evaluate the company's standalone plan and strategic alternatives..." (18:17, Rich Mullen)

Timestamps for Key Segments

• Introduction and Research Overview – 00:08–02:25
• Meet The Guests: Roles and Context – 03:06–05:00
• Research Design & Demographics – 05:00–06:07
• Trending Mindsets: Due Diligence and Growth – 06:18–09:06
• M&A Appetite and Liquidity – 09:06–11:32
• Technology Gaps and Integration – 11:32–14:46
• Resource Constraints and AI Solutions – 14:46–16:22
• Board Involvement and Best Practices – 16:22–18:47
• The Future with AI – 18:47–22:44
• Final Advice and Reflections – 22:44–25:28
• Rapid Fire: Boardrooms in 10 Years & Passion Projects – 25:28–30:31
• Host Analysis & Public vs. Private Nuances – 30:54–35:53
• Report Access & Closing Comments – 36:03–36:55

Public vs. Private Companies: A Stark Divide

• AI and GRC Integration:

  • Private companies: more inclined to experiment with AI; less likely to have integrated transaction systems.
  • Public companies: more advanced transaction processes, more investment in due diligence and advisor engagement.

• Growth Strategy:

  • Publics: more acquisitive, focused on strategic M&A.
  • Privates: emphasize organic growth, training, and process-building.

Final Reflections and Practical Takeaways

• Start Early:
  "Never too early to start thinking about getting ready for a transaction… Put good processes and procedures in place today." (22:56, Rich Mullen)

• Rethink Transactions Broadly:
  "It's not just about going public… make sure you've got the right governance, the right controls in place." (23:22, Ranga Bodla)

• Human Connections Matter:
  "Deals don't just come out of the ether… spend some time, get out there, network, make sure people know about your company." (24:47, Rich Mullen)

Forward-Thinking: Boardrooms of the Next Decade

• On-Demand Information:
  Boards will have instant access to all relevant data, improving decision-making capabilities. (25:42, Rich Mullen)

• Regular, Asynchronous Cadence:
  Boards to move from infrequent, formal meetings to fluid, real-time strategic advising. (26:28, Ranga Bodla)

Closing Resources

• The full joint report on transaction readiness is available at diligent.com/resources
• Further episodes and research: Diligent Institute homepage

This episode provides a robust snapshot of deal-making, risk, and governance in 2025—balancing insights into technology, board behavior, private vs. public company contrasts, and enduring human factors in corporate strategy.