Special Committees
PDFMorris Nichols serves as special counsel to boards of directors and board committees, particularly in situations involving potential conflicts of interest. Our representations involve negotiated acquisitions, including going-private transactions; financings and other transactions with existing investors or management; audit committee investigations; and transactions in the context of insolvency and bankruptcy.
We advise directors on all aspects of the special committee process, including vetting committee member independence; drafting the committee charter to provide the committee members the authority they need to carry out their mandate; identifying and assisting with the retention of financial and other advisors; advising the committee members throughout the process to facilitate compliance with their fiduciary duties; drafting transaction documents; and, if necessary, defending the committee members in litigation arising out of their work.
One particular focus of our special committee practice is advising conflict committees of master limited partnerships (MLPs) in connection with transactions involving the MLP’s general partner and its affiliates in a wide variety of transactions, including asset dropdowns, joint ventures, roll-ups, squeeze out mergers and general partner “tuck ins.”
News
- Media Mention, 11.07.2024
Delaware metropolitan categories cover core business law areas, including corporate law, bankruptcy, M&A, and patent litigation.
