Special Committees

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Morris 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.”

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Represented More Than 65 Committees in the Last Five Years

Our experience includes representing directors in situations involving potential conflicts of interest and fiduciary duty issues. We also serve as counsel to independent directors and special committees in defending class and derivative actions asserting breaches of fiduciary duty.

The Morris Nichols M&A Checklist

Morris Nichols’ "Zagat-style" M&A Checklist was recently updated for 2021. An essential tool for M&A dealmakers, the guide summarizes key cases decided by the Delaware courts.MORE

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