A well-rounded perspective and the ability to resolve unique challenges board of director special committees face, allow our attorneys to assist them during challenging circumstances. Our practice advises clients when addressing concerns related to directors’ fiduciary duties, transactions, and conflicts of interest that may arise while implementing business objectives.

We recognize the fundamental aspects of board committee representation and work diligently to help our clients succeed. We counsel special board committees in connection with a wide range of transactions, in which company insiders may have personal interests, including: 

  • Transactions with controlling stockholders 
  • Transactions with senior management, including management buyouts 
  • Transactions after a company enters the zone of insolvency 
  • Other transactions in which the advice of independent legal counsel is desired

In addition, our practice helps boards of directors establish the appropriate mandate and authority of their special committees and works with the members to properly approve and document their actions and procedures. When special committee independence is under particular scrutiny, our attorneys render advice on the relevant standards of the courts of Delaware and other jurisdictions. We also conduct internal investigations in connection with possible corporate malfeasance and counsel boards on steps to mitigate litigation risk or risk of adverse governmental action.