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

October 2010
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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.