The role of a Company Secretary (CoSec) and the CoSec function is becoming far more strategic, supporting everything from large transactions, strategy and board governance to compliance and shareholder engagement. It’s a role that requires wearing many hats (often all at once!) and quietly guiding the business and the Board through complex situations whilst keeping transparency and integrity at its core.

One area where the CoSec plays a critical role is during large transactions which can often be transformational for a business. From mergers and acquisitions to secondary offerings, these events require the CoSec and the wider Secretariat function to remain closely involved with the transaction, ensuring rigorous due diligence at all times, also managing stakeholders, all while upholding governance standards under pressure.

Computershare hosted an Industry Insights event, bringing together a panel of experts to explore the role of the Company Secretary during large transactions. Speaking to a room of governance professionals, the panel shared powerful insights about how CoSecs can navigate the complexities and leverage the opportunities during these major events.

The hidden challenges of large transactions and how to overcome them

Large transactions are complex, and no two transactions are the same. Therefore, there is no universal playbook that guarantees success in every scenario.

That said, a key strategy to overcome this is the ability to demonstrate flexibility and adaptability. Large transactions often involve last minute changes and unexpected developments, requiring quick thinking and good judgment calls. Being able to pivot when needed, and knowing when to ask the right questions can make a significant difference. If something is unclear, don’t make assumptions - seek out the right person and gain clarity through questioning to avoid delays or missteps.

Another often-overlooked challenge is that of inaccurate records. These can seriously derail a large transaction - whether by slowing down progress, prompting a buyer to renegotiate the price, or even causing a deal to fall through entirely. These setbacks can be costly and difficult to reverse. The role of the wider CoSec team here is key, particularly in ensuring that a strong foundation of statutory compliance is in place as well as a proactive approach to record-keeping. Keeping statutory books and administrative records up to date isn’t just good governance - it can be the difference between a seamless deal and one riddled with setbacks.

Navigating relationships with senior stakeholders can be challenging and staying professional at all times is vital. Advocating for greater involvement, while being clear about capacity and what you can and can’t do, helps ensure your team is effectively involved.

What CoSecs can gain from working on large transactions

Transactions can be demanding for Company Secretaries, but they also open doors to opportunities that might not arise in day-to-day operations. One of the most significant benefits is the opportunity to not only elevate your profile as a Company Secretary, but also that of the CoSec function across the business. These high-profile transactions naturally create opportunities to work closely with senior leaders, including the CEO and Chair, and also other teams which can assist in building strong, strategic relationships

There’s also a steep learning curve. Each deal offers valuable lessons: what worked well, what didn’t, and how to be better prepared next time. These experiences sharpen commercial awareness and strategic thinking, and also help CoSecs develop stronger project management capabilities, so they can position themselves as key players in complex, fast-moving environments.

While not every member of the function will be directly involved in the transaction, they provide the opportunity to bring junior team members into the fold. Involving others to review documents or support key processes gives them hands-on experience and helps build their confidence and skills – plus, it creates opportunities to delegate. It’s a win-win situation: junior CoSecs grow professionally, and the Company Secretariat becomes more capable.

Practical strategies to equip Company Secretaries for success

Although Company Secretaries play a pivotal role in the smooth execution of a large transaction, without clear, actionable strategies to leverage, CoSec teams can easily feel overwhelmed or unsure of how and where they can add the most value.

Several practical approaches emerged from the session to help CoSecs navigate transactions with confidence:

  • Ask smart questions: The ability to explore topics thoughtfully, rather than shying away from uncertainty, helps CoSecs uncover useful solutions and steer projects in a productive direction towards success. A solution-oriented mindset is key at all times, as is keeping a trusted network of advisors close by who can answer questions and offer support when it matters most.

  • Embrace the challenge: Strategies to deal with fear were also discussed. In high-stakes environments like transactions, it’s natural to feel apprehensive. Whether it’s about asking the wrong question or fumbling unexpected challenges, fear can cloud the judgment of even the most experience Company Secretaries. The most effective CoSecs learn to set fear aside, drawing lessons from past experiences to ensure success while keeping an eye out for future potential outcomes and risks.

  • Set boundaries: Setting boundaries early on is essential. Being upfront about what the CoSec team can and cannot take on helps manage expectations. Strong project management skills are critical – not only do they help manage the expectations that have been set, but by ordering the structure and guiding stakeholders through the process, Company Secretaries can help drive better outcomes.

Computershare’s approach to Company Secretaries’ development

Equipping Company Secretaries with practical, relevant strategies is a key reason why Computershare holds its Industry Insights sessions. These events bring together experts from across the governance field to share personal stories and experience that CoSecs can apply at any stage of their professional journey.

Whether you’re looking to improve your skillset, expand your network, or stay on top of industry shifts, you can join one of our future Industry Insights sessions by registering your interest.

Get in touch with our team

Maddie Scrafton
Global Managing Director > Entity Governance and Compliance
Maddie.Scrafton@computershare.co.uk
T +44 (0) 7977 021664

Emma Brown
Director > Entity Governance and Compliance
emma.brown@computershare.co.uk
T +44 7792 993 776