Special Committees: Law & Practice
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Since the early 1980s, the body of corporate law has favored the resolution of conflict of interest transactions through the use of committees of the board of directors commonly referred to as "special " (or "independent " or "conflicts ") committees. In Special Committees: Law & Practice (2014 Edition), by Gregory Varallo, Srinivas Rahu and Michael Allen, the authors have provided readers with a definitive reference on the legal aspects of the special committee, examining its use as a tool to resolve conflicts in transactions, to investigate potential corporate wrongdoing, and to assert the board's control over pending derivative litigation. The 2014 Edition has been completely revised with new case law and analysis pertaining to special committees, including the Delaware Supreme Court's recent affirmation of the business judgment rule standard of review in Kahn v. M&F Worldwide.
• Written by three knowledgeable experts in corporate law and special committee practice
• Provides practitioners with a unique and comprehensive working knowledge of special committee law
• Provides in-depth explanations on the uses, benefits and disadvantages of special committees
The eBook version of this title features links to Lexis Advance for further legal research options.
Table of Contents
Chapter 1 The Special Committee and the Circumstances in Which it is Used -- Or, What Makes a Special Committee so Special?
Chapter 2 The Role of the Special Committee and the Legal Consequences of Its Use
Chapter 3 Forming the Special Committee
Chapter 4 Getting Ready: Director Indoctrination
Chapter 5 The Committee's First Steps
Chapter 6 Getting Down to Work (Investigative Committees)
Chapter 7 Getting Down to Work (Transactional Committees)
Chapter 8 Drafting the Forensic Committee's Report
Chapter 9 Negotiating the Transaction Documents
Chapter 10 What to Do? (The Forensic Committee)
Chapter 11 Controlling Fallout from the Committee Process
Chapter 12 The In-House Lawyer's Role: What to Expect and How to Cope
Chapter 13 The Role of the Controlling Stockholder and Management: What to Expect and How to Cope