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ISBN: 9781630443511
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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

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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