The Use of Special Committees in Management LBOs and Other Conflict Transactions

Abstract

With the continuing surge in mergers and corporate takeovers in the realm of both public and private equity transactions, parties to these dealings are wise to examine carefully the role of the board of directors. Officers and directors, as well as management, may face a conflict of interest as they implement corporate change-of-control and other significant transactions. To effect a smooth transaction it is critical that precautions are taken to assure the “fairness” of the transaction and the process under state corporate law standards. This article examines the use of an independent, “disinterested” special committee in such a transaction. The committee' proper function provides protection against potential legal challenges by disgruntled shareholders or competing bidders.