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Linchpins of a Successful Special Committee

Thursday, January 10, 2013 12:30 PM to 1:30 PM
Boston Bar Association - 16 Beacon Street, Boston, MA


Special committees are being used today more than ever before. In the corporate transaction context, this is largely due to the increased number of transactions involving significant conflicts such as takeprivates and controlling stockholder and management buyouts resulting, in part, from the growing prominence of private equity firms in the mergers and acquisition market.

Special committees are also playing an increasingly important role in investigating and addressing allegations of illegal or otherwise improper conduct within a company. This is largely attributable to the corporate scandals of the early 2000s and the resulting emphasis on the obligations of boards of directors to oversee management and assume control over major issues in their organizations.

There are substantial benefits to employing a properly authorized and functioning special committee. Correspondingly, defects in the authorization and functioning of a special committee will invite criticism and even attack from those scrutinizing the committee’s work, such as stockholders threatening suit or enforcement agencies interested in the subject of the committee’s work.

An essential element of a properly functioning special committee is that its members be independent and disinterested. This presentation will explore the critical concepts of “independence” and “disinterestedness” as they relate to special committees, and the standards applied by the Delaware courts to determine the suitability of directors to serve on special committees.

Sponsoring Section/Committee(s):




Jennifer Jones


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