S&C Partners Melissa Sawyer, Patrick Gadson, Lawrence Elbaum and Jacob Croke, and associate Emma Ouellet Lizotte, co-authored an article for the October 2025 edition of The M&A Lawyer exploring when, and when not, to form special committees in activist defense and M&A. The authors address key points boards should consider when making these decisions, risks of special committee overuse, practical guidance on how to form committees, and potential alternatives to committees.
“Although special committees remain an essential safeguard for companies facing material conflicts of interest, their unnecessary use can impose costs, delays, and litigation and other risks,” the authors write. “In the activist defense context, special committees can do more harm than good since they divide boards by design—the very dynamic activists seek to exploit.”
The authors also offer considerations for companies, noting “[b]oards can preserve their decision-making authority and oversight, set clear guidelines for management, and, where warranted, form internal working groups reserving special committees for contexts where they are essential to protect independent decision-making and to advance the interests of stockholders.”
Download the article.