[en] Some of the practical, legal and regulatory issues which the board of directors of a target company should bear in mind in their deliberations concerning a take-over bid are reviewed. Directors of such companies will require compliance with and adherence to standard legal and regulatory rules of conduct. Developing a team to deal with the myriad details of a take-over, acquisition or merger, preparing and compiling and maintaining a manual of relevant information are highly recommended. Fiduciary duties of directors and its relevance to mergers and acquisitions are illustrated by reference to a number of recent actual court cases involving these issues. Relevant Canadian and U.S. Case Law is reviewed. It is emphasized throughout the paper that take-over transactions, mergers and acquisitions are complex and time consuming processes. It is essential and customary for senior management to be active participants in most merger and acquisition matters to provide the strategic input which drives the efforts of all involved. Equally important is to establish appropriate governance practices and to prepare and equip the corporation's mergers and acquisitions team in advance, should such events arise on short notice by design or otherwise. 38 refs