Frank Aquila and Samantha Lipton Author Practical Law Cover Story on How to Use Special Committees

October 2010

Mr. Aquila and Ms. Lipton authored, “Making Good Use of Special Committees,” the cover story of the October issue of Practical Law: The Journal. The article focused on special committees in a transactional context, an issue of increasing relevance at a time of growing M&A activity, including a wide variety of high-profile deals, such as unsolicited bids, bidding wars and going-private transactions. Given the additional scrutiny and litigation that these situations regularly attract, special committees of independent directors can provide assurance that a corporate decision has not been unduly influenced by directors who have an existing or potential conflicting interest, the authors noted. The article offered a primer on how to best use special committees; considerations when forming a committee; important criteria for the committee to properly conduct its functions; and issues relating to the compensation of committee members.