Courts have become increasingly insistent that corporate transactions or matters involving conflicts for directors or officers be addressed on behalf of the corporation by committees consisting solely of directors with no interest in the matter. Lawsuits are often dismissed, or avoided altogether, when a properly functioning independent committee is in place. The absence of such a committee is often cited by the courts when denying summary judgment or imposing liability on directors. The result is a strong trend by public companies to utilize special committees consisting of independent directors to address conflict situations.

We frequently represent committees of outside directors or other special committees, delivering independent legal advice in order to consummate a variety of special transactions involving management groups, major stockholders or other company affiliates. These matters include going-private transactions, management buyouts, auction sales and a wide range of transactions in which company insiders may have a substantial personal interest.

We regularly advise clients on a broad range of issues, including:

  • Directors' fiduciary responsibilities
  • Remedying or penalizing violations uncovered by board investigations
  • Insolvent entities (both before and after the filing of a bankruptcy petition)
  • Analysis of potential legal claims
  • Strategic aspects of a transaction
  • Corporate compliance with federal securities laws and state corporate laws

Each engagement to represent a special committee of directors is unique. Dynamics between the individuals involved can play an important role in helping the client to achieve the right results in the most efficient and effective manner. We recognize this important dimension of special committee representation and excel at helping our clients focus on their critical objectives and responsibilities.

Special Committee Representation

Experience Highlights

Special committee Section 16(b) liability investigation
Representation of independent board members investigating whether to pursue claims by a shareholder that certain officers, directors and underwriters more
Going private investigation for a Midwest-based REIT
Represented a Midwestern NYSE-listed REIT with a market capitalization of over $700 million in its consideration of a management-led going private more
Stock-for-stock merger of a public textile business
Represented a Special Committee of the Board of a public textile company in its consideration and consummation of a stock-for-stock merger with an more
Advice to an independent committee of board of directors of a private company
Represented an independent committee of the board of directors of a large private company, that was formed to investigate and to decide what to do in more