Special Committees & Investigations Strategic Advice

An extensive body of law has evolved regarding special committees, and Richards Layton has been at the forefront of this area of law from the start. Our lawyers are skilled in addressing the legal, strategic and practical issues that frequently arise in special committee matters, including the formation of committees, negotiation strategies, drafting of transaction documents, drafting of reports, and documenting the overall process. We work to mitigate the risks that special committees face and to ensure that committee members satisfy standards of director conduct. At the same time, we understand the practical considerations of collaborating, where appropriate, with company counsel and the committee’s financial advisors to successfully address all facets of complex matters. By understanding our clients’ goals and concerns, we help them achieve successful business results.

Transactional Committees

We are well versed in the fiduciary duties of directors and members of special committees, the role and involvement of special committees in connection with potential transactions and conflict of interest situations. Our numerous transactional committee representations include matters involving mergers, business combinations, acquisitions of assets, potential sale transactions, and recapitalization transactions. We advise special committees of directors on the complex Delaware corporate law issues and options presented by management buy-out and going-private transactions.

Investigative Committees

Richards Layton has frequently acted as counsel to special committees formed to investigate matters raised in stockholder demands and to recommend appropriate action to the board of directors. For example, we have represented committees of the boards of directors of major corporations formed to investigate those corporations’ historical stock option granting practices and to make recommendations regarding appropriate remedial measures.

Special Litigation Committees

Our firm has substantial experience representing special litigation committees formed to address matters involving stockholder derivative claims. Indeed, in 1981 we represented the special litigation committee in the seminal case of Zapata Corp. v. Maldonado, the first case to recognize the availability of the special litigation committee procedure under Delaware law. Since Zapata, we have acted extensively as counsel to special litigation committees, including those chartered to deal with derivative litigation involving corporations.

We Wrote the Book on Special Committee Practice

Two of our directors wrote Special Committees: Law and Practice, second edition published in 2014. This comprehensive book gives practitioners a thorough working knowledge of special committee law, how to best utilize special committees, and the role of special committee members. Special Committees: Law and Practice is an authoritative reference on this important area of law—and a testament to the depth of knowledge and practical experience that our firm brings to advising special committees.