In the post-Sarbanes-Oxley era, public companies have been forced to become more in tune with good governance processes and procedures. Good corporate governance often requires a public company board of directors to delegate sensitive matters to some or all of the company’s independent directors. This delegation may involve a standing committee comprised solely of independent directors, formation of a special committee of independent directors or the recusal of interested and management directors from discussion of the matters.

As part of our public company practice, we have been retained to counsel independent directors and committees for a variety of companies, including existing corporate clients as well as companies seeking independent counsel from their primary outside counsel. We have provided advice in a wide variety of circumstances on a broad range of topics. These include:

• Review of strategic alternatives associated with the possible sale of a company
• Negotiation in connection with the sale of a company
• Negotiation of the terms of a stock repurchase from a company affiliate
• Review of corporate governance initiatives that would disproportionately benefit the controlling shareholder
• Internal review of allegations of wrongdoing

Our Corporate Governance team is well-versed in applicable state corporate laws and legal precedent and can provide valuable guidance to independent directors regarding:

• Discharge of fiduciary duties
• Litigation risks associated with a transaction or wrongdoing under examination
• Structure of a process to ensure fairness and minimize litigation risk
• Terms of a transaction under examination and proper documentation
• Dealings with financial and other advisors
• Relevant public disclosure issues

To most effectively address the myriad of needs faced by special committees, we leverage the deep experience and resources of our interdisciplinary team of attorneys, and provide pragmatic, real world solutions.

For more information about our Special Committee Representation Practice, please contact: Mark Metz, Leader, 313-568-5434