The use of special committees, especially in transactions that may give rise to a conflict of interest, has become ubiquitous. Richards, Layton & Finger has assisted hundreds of such committees with fulfilling their fiduciary duties and achieving excellent outcomes for their companies and constituents. Our representations of special committees of corporate boards include matters involving mergers (including going-private transaction), business combinations, acquisitions of assets, potential sale transactions, financings, and recapitalization transactions. In addition, we have significant experience in representing conflicts committees of master limited partnership (MLPs) and various other non-corporate entities in a wide variety of transactions, including dropdowns, squeeze-out mergers, and roll-ups.
Our attorneys support every facet of the committee process, including formation of committees, delegating authority to the committee, assessing the independence of committee members, retaining financial and other advisors, negotiation strategies, providing advice to facilitate compliance with fiduciary duties, drafting transaction documents, and documenting the overall process. If necessary, we also assist in defending the committee members in any litigation arising from the committee’s work.
We work to safeguard the committee process by assisting committee members with satisfying their context-specific responsibilities to the company while understanding the practical considerations of collaborating, where appropriate, with company counsel and the committee’s financial advisors to successfully address all facets of complex matters. By understanding our clients’ goals and concerns, we help them achieve successful business results.
We Wrote the Book on Special Committee Practice
Two Richards Layton directors wrote Special Committees: Law and Practice. This comprehensive book gives practitioners a thorough working knowledge of special committee law, how to best utilize special committees, and the role of special committee members. Special Committees: Law and Practice is an authoritative reference on this important area of law—and a testament to the depth of knowledge and practical experience that our firm brings to advising special committees.
Select Experience
- Conflicts Committee of 8point3 Energy Partners LP
- Conflicts Committee of Access Midstream Partners, L.P.
- Conflicts Committee of Alon USA Partners, LP
- Independent Committee of Board of AMC Entertainment, Inc.
- Special Committee of Board of Directors of American Commercial Lines
- Conflicts Committee of the Board of Directors of Amneal Pharmaceuticals, Inc.
- Special Committee of Board of Directors of BioFuel Energy Corp.
- Special Committee of Board of Directors of Blockbuster Inc.
- Conflicts Committee of Boardwalk Pipeline Partners, L.P.
- Special Committee of Board of Directors of Broadvision, Inc.
- Special Committee of Board of Directors of Bull Run Corporation
- Special Committee of Board of Directors of California Pizza Kitchen
- Special Committee of Board of Directors of Chalone Wine Group, Ltd.
- Conflicts Committee of Cheniere Energy Partners LP Holdings, LLC
- Conflicts Committee of Chesapeake Midstream Partners, L.P.
- Special Committee of Board of Directors of Citation Corporation
- Special Committee of Board of Directors of Clarus Corporation
- Audit Committee of Board of Directors of Clearwire Corporation
- Special Committee of the Board of Directors of Cogentix Medical Inc.
- Special Committee of the Board of Directors of Coty Inc.
- Special Committee of the Board of Directors of Covenant Surgical Partners Inc.
- Special Committee of Board of Directors of Cox Radio, Inc.
- Conflicts Committee of CrossAmerica Partners LP
- Special Committee of Board of Directors of Crown Media Holdings, Inc.
- Special Committee of Board of Directors of Detwiler Mitchell & Co.
- Special Committee of Board of Directors of Digex, Inc.
- Special Committee of Board of Directors of DirecTV Group, Inc.
- Special Committee of Board of Directors of Dole Food Co.
- Conflicts Committee of Dominion Midstream Partners, LP
- Conflicts Committee of Board of Directors of Enable Midstream Partners LP
- Special Committee of Board of Directors of Ecovyst Inc.
- Conflicts Committee of Encore Energy Partners LP
- Conflicts Committee of Energy Transfer Partners, L.P.
- Audit, Conflicts and Governance Committees of Enterprise GP Holdings, L.P.
- Conflicts Committee of EQT Midstream Partners, LP
- Special Committee of Board of Directors of Farrel Corporation
- Special Committee of Board of Directors of Fat Brands Inc.
- Special Committee of the Board of Directors of Federal-Mogul Corporation
- Conflicts Committee of GasLog Partners, L.P.
- Special Committee of Board of Directors of General Physics Corporation
- Conflicts Committee of Global Partners, L.P.
- Special Committee of the Board of Directors of Google, Inc.
- Special Committee of Board of Directors of GSI Commerce
- Special Committee of the Board of Directors of Heat Biologics Inc.
- Special Committee of Board of Directors of Hershey Foods
- Conflicts Committee of the Board of Directors of Höegh LNG Partners LP
- Special Committee of Board of Directors Houston Exploration Company
- Special Committee of Board of Directors of iBasis Inc.
- Special Committee of Board of Directors of Il Fornaio America, Inc.
- Conflicts Committee of Inergy, L.P.
- Special Committee of Board of Directors of Interdent Corporation
- Special Committee of Board of Directors of InVentiv Health, Inc.
- Special Committee of Board of Directors of ITC Delta Com.
- Special Committee of Board of Directors of Jenny Craig, Inc.
- Special Committee of Board of Directors of Juno Lighting
- Conflicts Committee of the Board of Directors of KNOT Offshore Partners LP
- Conflicts Committee of Legacy Reserves, L.P.
- Conflicts Committee of Lehigh Gas Partners LP
- Special Committee of Board of Directors of Little Switzerland, Inc.
- Conflicts Committee of Magellan Midstream Partners, L.P.
- Special Committee of Board of Directors of MarkWest Hydrocarbon, Inc.
- Special Committee of Board of Directors of Maxtor Corporation
- Special Committee of Board of Directors of Mediacom Communications Corporation
- Conflicts Committee of Memorial Production Partners LP
- Special Committee of Board of Directors of MiniMed, Inc.
- Special Committee of Board of Directors of Morton’s Restaurant Group, Inc.
- Special Committee of Board of Directors of Mp3.com
- Special Committee of Board of Directors of Nassda Corp.
- Special Committee of Board of Directors of Navisite, Inc.
- Conflicts Committee of New Source Energy Partners L.P.
- Conflicts Committee of NextEra Energy Partners, LP
- Special Committee of Board of Directors of Next Level Communications, Inc.
- Special Committee of Board of Directors of Nighthawk Biosciences Inc.
- Conflicts Committee of Niska Gas Storage Partners, LLC
- Conflicts Committee of Oasis Midstream Partners LP
- Conflicts Committee of Pacific Energy Partners, L.P.
- Special Committee of Board of Directors of PAETEC Corp.
- Special Committee of the Board of Directors of Papa John’s International Inc.
- Special Committee of the Board of Directors of Par Petroleum Corporation
- Conflicts Committee of PAA Natural Gas Storage, L.P.
- Conflicts Committee of Penn Virginia GP Holdings, L.P.
- Conflicts Committee of Penn Virginia Resource Partners, L.P.
- Conflicts Committee of Plains All American Pipeline, L.P.
- Special Committee of Board of Directors of PlanVista Corporation
- Special Committee of the Board of Directors of POET Biorefining, LLC
- Special Committee of PROOF Acquisition Corp.
- Special Committee of Board of Directors of Pure World, Inc.
- Special Committee of the Board of Directors of QAD, Inc.
- Special Committee of Board of Directors of Quanta Services, Inc.
- Special Committee of Board of Directors of Rational Software, Inc.
- Special Committee of Board of Directors of Resonate, Inc.
- Special Committee of Board of Directors of Richardson Electronics, Ltd.
- Audit Committee of Sanchez Energy Corporation
- Special Committee of Board of Directors of Schuff International, Inc.
- Conflicts Committee of Seaspan Corporation
- Special Committee of Board of Directors of Sport Chalet, Inc.
- Special Committee of Board of Directors of Sports Supply Group, Inc.
- Special Committee of Squarespace, Inc.
- Conflicts Committee of Suburban Propane Partners, L.P.
- Conflicts Committee of Sunoco Logistics Partners L.P.
- Conflicts Committee of SunCoke Energy Partners, L.P.
- Special Committee of Board of Directors of Sunrise Medical Systems, Inc.
- Special Committee of Board of Directors of Syms Corporation
- Conflicts Committee of Targa Resources Partners LP
- Special Committee of Board of Directors of TIMCO Aviation Services, Inc.
- Special Committee of Board of Directors of Tix Corporation
- Special Committee of Board of Directors of Torchmark Corporation
- Conflicts Committee of TransMontaigne Partners LP
- Conflicts Committee of Transocean Partners LLC
- Special Committee of Board of Directors of Ugly Duckling Corporation
- Special Committee of Board of Directors of Unigraphics Solutions, Inc.
- Special Committee of General Partner of U.S. Timberlands Company, L.P.
- Special Committee of Board of Directors of Venoco, Inc.
- Special Committee of Board of Directors of Via Networks, Inc.
- Special Committee of Board of Directors of Vitas Healthcare Corporation
- Special Committee of Board of Directors of Westerbeke Corporation
- Special Committee of Western Gas Equity Partners, L.P.
- Special Committee of the Board of Directors of WildHorse Resource Development Corp.
- Conflicts Committee of Williams GP LLC
- Special Committee of Board of Directors of WorldSpace, Inc.
- Special Committee of Board of Directors of XO Holdings, Inc.
- Special Committee of Board of Directors of Zoom Telephonics Inc.
Delaware Enacts Landmark Amendments to the General Corporation Law
March 26, 2025
On March 25, 2025, Governor Matt Meyer signed bipartisan legislation effecting important changes to the Delaware General Corporation Law (“DGCL”). This landmark legislation, widely endorsed by business groups and leading national law firms, is designed to reduce excessive stockholder litigation and reaffirm a foundational public policy of Delaware corporate law: deference to the decisions of independent…
The Standing Demand Committee as a Response to Entire Fairness Litigation
Delaware Business Court Insider | February 25, 2025
The prospect of costly entire fairness litigation is not limited to the M&A transactions that have historically been the focus of stockholder litigation and can encompass, for example, insider-led financings and compensation awards to influential founders. And when it arises, the risk of entire fairness litigation can alone supply plaintiffs with considerable settlement leverage.…
Recent Developments in Delaware Corporate Law
Spring 2025
Over 125 Years of Helping Clients Navigate the Intricacies of Delaware Corporate Law Richards, Layton & Finger has been defining Delaware law since 1899. Continuing our long tradition of providing insight into the evolution of our state’s influential laws, this publication highlights recent Delaware corporate and alternative entity cases as well as statutory developments in our…
Richards Layton Discusses the Standing Demand Committee in Derivative Litigation
The CLS Blue Sky Blog | February 18, 2025
Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders. The prospect of costly entire fairness litigation has…
Proposed Legislation to Amend the Delaware Corporation Law
February 18, 2025
On February 17, 2025, legislation to amend the Delaware General Corporation Law (the “DGCL”) was introduced to the Delaware General Assembly. If enacted, the legislation would, among other things: Amend Section 144 of the DGCL to provide a safe harbor for transactions in which a director or officer or a controlling stockholder may have a conflict…
February 10, 2025
Trends and Risks in Entire Fairness Litigation Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders. …
A Corporate Governance Solution to the Inefficiencies of Entire Fairness
The Business Lawyer | Fall 2024
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court confirmed that non-ratable transactions between corporations and their controlling stockholders are subject to review under the onerous entire fairness standard unless the transaction is approved by both a fully empowered committee of independent directors and a fully informed and uncoerced vote of the disinterested…
Trulia 2.0? The Case for a ‘Plainly Beneficial’ Standard
Delaware Business Court Insider | November 11, 2024
In 2016, the Delaware Court of Chancery held in In re Trulia Inc. Stockholder Litigation that what it called “disclosure settlements”—settlements in which a class of stockholders solely received supplemental proxy disclosures in exchange for a classwide release of claims—“would be met with continued disfavor unless the supplemental disclosures address a plainly material misrepresentation or…
Delaware Journal of Corporate Law | 2024
In early 2023, the Delaware Court of Chancery was inundated with petitions under Section 205 of the DGCL filed by former SPACs seeking to have their capital structures validated after the Court. The petitions followed a ruling granting a fee award in Garfield v. Boxed, Inc., in which the Court found a challenge to the…
2024 Amendments to the Delaware General Corporation Law
Insights | September 2024
On July 17, 2024, the Governor of the State of Delaware signed legislation enacting several significant changes to the Delaware General Corporation Law (DGCL). The 2024 amendments became effective on August 1, 2024, and apply to all contracts made by a corporation, all agreements, instruments or documents approved by the board of directors, and all agreements…
‘MFW’ Just Turned 10, but Is It Worth the Candle?
Delaware Business Court Insider | July 3, 2024
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide (MFW) that the business judgment rule applies to a transaction that would otherwise be subject to the exacting entire fairness standard of review due to the presence of a conflicted controlling stockholder so long as the parties condition the transaction at the outset…
Recent Developments in Delaware Corporate Law
Spring 2024
125 Years of Helping Clients Navigate the Intricacies of Delaware Corporate Law Richards, Layton & Finger has been defining Delaware law since 1899. Continuing our long tradition of providing insight into the evolution of our state’s influential laws, this publication highlights recent Delaware corporate and alternative entity cases as well as statutory developments in our state.Our…
Delaware Business Court Insider | February 14, 2024
In Grabski v. Andreessen, C.A. No. 2023-0464-KSJM (Del. Ch. Feb. 1, 2024), the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction. In the opinion, the court, which has in recent years decided a number of cases involving companies going public…
Delaware Laws & Programs Affecting Business – 2024 Edition
2024
Delaware Laws & Programs Affecting Business presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the state. Our economy is diverse, and our legal framework is intentionally crafted to foster robust business activity. Our widely copied business laws lead the nation in clarity and predictability. Government…
The Nature of Fiduciary Duties Owed to Limited-Life Corporations
Business Law Today | December 13, 2023
The fiduciary duties of directors of a Delaware corporation are frequently summarized as follows: “[T]he fiduciary relationship requires that the directors act prudently, loyally, and in good faith to maximize the value of the corporation over the long-term.” Embedded within that formulation is a temporal element: the duty is tied to the deliberately amorphous “long term”…
Recent Complaint Unsuccessfully Challenged ‘Standard Plain Vanilla’ Rights Plan
Delaware Business Court Insider | August 16, 2023
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company’s rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an…
‘In re Lordstown Motors’: Providing Relief From ‘Untold Chaos’
Delaware Business Court Insider | March 1, 2023
In In re Lordstown Motors, the Delaware Court of Chancery provides a roadmap for former special purpose acquisition companies (SPACs) to validate capital structure uncertainties stemming from the same court’s recent decision in Garfield v. Boxed. In Lordstown, the court makes clear that Section 205 of the Delaware General Corporation Law (the DGCL) is available as…
Recent Developments in Delaware Corporate Law
Spring 2023
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the evolution of Delaware law. Our corporate and alternative entities teams, the largest and most recognized in the state, play a crucial role in Delaware. For decades we have contributed to the development…
Three Lessons From Three Years of Post-‘Marchand’ Caselaw
Delaware Business Court Insider | November 16, 2022
Just over three years ago, the Delaware Supreme Court held in Marchand v. Barnhill that the failure to maintain an internal monitoring system that could have prevented a deadly listeria outbreak gave rise to an actionable oversight claim against the board of directors under In re Caremark International Inc. Derivative Litigation. Although the Delaware Supreme Court…
Amendments to the DGCL Permit Officer Exculpation
Insights | October 2022
On August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) was amended to permit a corporation to include in its certificate of incorporation a provision to eliminate or limit the monetary liability of certain corporate officers for breach of the duty of care. Previously, the protection afforded by a so-called exculpatory provision…
The Failure of the ‘Failing Business’ Exception Under Delaware Law
Delaware Business Court Insider | June 22, 2022
In Stream TV Networks v. SeeCubic, the Delaware Supreme Court vacated a permanent injunction imposed by the Delaware Court of Chancery that prohibited Stream TV Networks, Inc. and the Rajan brothers, who collectively held a majority of the company’s stock, from blocking a negotiated transfer of all of Stream’s assets to satisfy its secured creditors. In…
Delaware Custodians, Receivers and Trustees (Oh My!)
Delaware Business Court Insider | March 9, 2022
Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation. However, where the board is incapable or unwilling to act and in other unique circumstances described below, the Delaware General Corporation Law allows stockholders, directors, creditors and other interested parties to attempt to displace the board’s decision-making…
Recent Developments in Delaware Corporate Law
Spring 2022
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the evolution of Delaware law. Our corporate and alternative entities teams, the largest and most recognized in the state, play a crucial role in Delaware. For decades we have contributed to the development…
Amendments to the DGCL Permit Captive D&O Insurance
The Harvard Law School Forum on Corporate Governance | February 24, 2022
The Delaware General Assembly has approved legislation amending Section 145 of the Delaware General Corporation Law (the “DGCL”) to authorize a Delaware corporation to use captive insurance, which is generally defined as insurance provided by or through a wholly-owned subsidiary funded by the corporation, to protect its current and former directors, officers and other indemnifiable persons…
Rosenbaum v. CytoDyn Inc.: A Review of Advance Notice Bylaws
Insights | December 2021
In Rosenbaum v. CytoDyn Inc., the Delaware Court of Chancery denied an insurgent group’s challenge to the rejection of their notice of director nominations by CytoDyn Inc. The Court’s opinion brings some clarity to an area of the law that “may not be as settled as one would think,” providing a framework for reviewing actions taken…
Dodd-Frank and Corporate Governance
Directors & Boards | 2021 Fourth Quarter
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted in response to perceived excesses and other dysfunction in the financial markets that precipitated the 2008 financial crisis. The public discourse surrounding the adoption and implementation of Dodd-Frank — including the notion that institutions deemed “too big to fail,” unless appropriately restrained, would take…
SPAC Mergers Challenged for an Alleged Statutory Foot-Fault
Delaware Business Court Insider | November 17, 2021
Stockholder-plaintiffs have filed a number of complaints in the Delaware Court of Chancery challenging at least five mergers involving Delaware special purpose acquisition companies (SPACs) in the last four months alleging that the SPAC’s failure to solicit a “class vote” of the SPAC’s Class A Common stockholders in connection with certain amendments to the SPAC’s certificate…
Three Opinions on Fraud on the Board
Harvard Law School Forum on Corporate Governance | September 8, 2021
In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long as…
What Is Fraud on the Board? 3 Opinions Seek to Answer That Question
Delaware Business Court Insider | August 18, 2021
In a footnote in a two-page order issued in 2018, the Delaware Supreme Court quietly reminded corporate law practitioners that, per the 1989 case of Mills Acquisition v. Macmillan, a complaint seeking post-closing Revlon damages can survive a motion to dismiss without pleading nonexculpated breaches of fiduciary duty by a majority of directors so long…
Insights | June 2021
Proposed legislation would amend the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act to clarify, among other things, the treatmentof capital stock owned by the corporation, provide a safe harbor procedure for the ratification of void and voidable acts and…
The Delaware Court of Chancery Enjoins “Extreme, Unprecedented” Stockholder Rights Plan
Insights | March 2021
In The Williams Companies Stockholder Litigation, the Delaware Court of Chancery enjoined a stockholder rights plan, having described it as having “an extreme, unprecedented collection of features.” Nevertheless, the opinion does not signal a major shift in Delaware law with respect to the adoption and maintenance of stockholder rights plans.…
Elimination of Statutory Barriers May Lead to New Wave of Public Benefit Corporations
Delaware Business Court Insider | February 24, 2021
On August 1, 2013, a new subchapter of the General Corporation Law of the State of Delaware (the “DGCL”) was added to enable Delaware for-profit corporations to be incorporated as or to become a Delaware public benefit corporation, or “PBC.” Rather than being operated solely to maximize value for stockholders, like traditional corporations, PBCs are required…
Delaware Laws & Programs Affecting Business – 2020 Edition
2020
Delaware Laws & Programs Affecting Business presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the State. Our economy is diverse, and our legal framework is intentionally crafted to foster robust business activity. Our widely copied business laws lead the nation in clarity and predictability. Government…
Business Law Today | January 6, 2021
Recent events have spurred a social justice movement that has called for companies to commit to inclusion and diversity, specifically in the composition of their boards of directors.* In light of the foregoing, on December 1, 2020, Nasdaq filed a proposal with the U.S. Securities and Exchange Commission (“SEC”) that, if approved by the SEC, would condition…
Delaware Supreme Court on Costs in an Appraisal Proceeding
Insights | December 2020
In a recent decision, the Delaware Supreme Court held that an appraisal proceeding did not involve a violation of any law or rule and therefore did not constitute a “Securities Claim” giving rise to coverage for losses under the terms of a directors’ and officers’ insurance policy. It provided guidance regarding how the Delaware courts will…
Recent Developments Regarding ‘Wolf Pack’ Provisions in Rights Plans
Delaware Business Court Insider | November 11, 2020
A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation’s stockholders from the threat of a hostile or abusive takeover. Rights plans often include specific provisions designed to address unique threats or issues facing the corporation. One such provision is an “acting in concert”—or…
Court of Chancery Permits $4.3 Billion Interim Distribution in Altaba Dissolution
Delaware Business Court Insider | November 4, 2020
In In re Altaba, the Delaware Court of Chancery, ruling at a preliminary stage of the dissolution process, authorized Altaba Inc. to make an interim liquidating distribution of up to $4.3 billion to its stockholders. Vice Chancellor J. Travis Laster’s opinion is noteworthy because it is one of the few opinions to authorize an interim distribution…
Special Committees: Law and Practice (2nd edition)
2014
Written by knowledgeable practitioners in corporate law and special committee practice, this comprehensive book provides in-depth explanations on the uses, benefits and disadvantages of special committees.
32nd Annual Ray Garrett Jr. Corporate and Securities Law Institute
May 3, 2012
Director Gregory P. Williams will speak at this CLE-accredited institute in Chicago.
Mergers & Acquisitions 2011: What You Need to Know Now
September 23, 2011
C. Stephen Bigler will speak at this PLI seminar in Chicago focused on exploring the fascinating state of M&A and the trends to be aware of in the year ahead.
Mergers & Acquisitions 2011: ÿWhat You Need to Know Now
September 8, 2011
C. Stephen Bigler will speak at this PLI seminar in New York focused on exploring the fascinating state of M&A and the trends to be aware of in the year ahead.
Trenwick America Litigation Trust v. Ernst & Young LLP
August 11, 2008
Delaware Court Of Chancery Holds That No Cause Of Action For “Deepening Insolvency” Exists Under Delaware Law
OHC Liquidation Trust v. Credit Suisse First Boston, et al.
June 12, 2008
Equitable defense results in dismissal of claims against financial advisor.