基本説明
Provides a sound working knowledge of the use, advantages, and equally important, the disadvantages of using a special committee to resolve business conflicts.
Full Description
Since the early 1980s, the body of corporate law has favored the resolution of conflict of interest transactions through the use of committees of the board of directors commonly referred to as "special" (or "independent" or "conflicts") committees. Special committees are recognized as effective tools to resolve conflicts in transactions, to investigate potential corporate wrongdoing and to assert the board's control over pending derivative litigation. Given the widespread use of special committees and the body of law that has grown up relating to its use, Special Committees: Law and Practice is the definitive reference on this emerging area of law.
Contents
CHAPTER ONE: THE SPECIAL COMMITTEE AND THE CIRCUMSTANCES IN WHICH IT IS USED, OR, WHAT MAKES A SPECIAL COMMITTEE SO SPECIAL?; CHAPTER TWO: THE ROLE OF THE SPECIAL COMMITTEE AND LEGAL CONSEQUENCES OF ITS USE; CHAPTER THREE: FORMING THE SPECIAL COMMITTEE; CHAPTER FOUR: GETTING READY: DIRECTOR INDOCTRINATION; CHAPTER FIVE: COMMITTEE'S FIRST STEPS; CHAPTER SIX: GETTING DOWN TO WORK (INVESTIGATIVE COMMITTEES); CHAPTER SEVEN: GETTING DOWN TO WORK (TRANSACTIONAL COMMITTEES); CHAPTER EIGHT: DRAFTING THE FORENSIC COMMITTEE'S REPORT; CHAPTER NINE: NEGOTIATING THE TRANSACTION DOCUMENTS; CHAPTER TEN: WHAT TO DO? (FORENSIC COMMITTEE); CHAPTER ELEVEN: CONTROLLING FALLOUT FROM THE COMMITTEE PROCESS; CHAPTER TWELVE: THE IN-HOUSE LAWYER'S ROLE: WHAT TO EXPECT AND HOW TO COPE; CHAPTER THIRTEEN: THE ROLE OF THE CONTROLLING STOCKHOLDER AND MANAGEMENT: WHAT TO EXPECT AND HOW TO COPE
