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

Centennial Healthcare going-private transaction
Represented the Special Committee of the Board of Centennial Healthcare, an operator of more than 100 nursing home facilities, in its consideration more
Going private transaction for AHL Services Inc.
Represented the Special Committee of the Board of AHL Services Inc., a provider of outsourced marketing and merchandising support services, in a more
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
Special Committee considering strategic alternatives
Represented Independent board members of a North Carolina-based NYSE-listed services business in connection with their consideration of strategic more