A special committee is a group of independent directors formed to consider a matter where the wider board, or a controlling party, has a conflict, such as a related-party deal, an internal investigation or a contested transaction. It matters because a properly constituted and resourced committee is often what converts a vulnerable decision into a defensible one, while a committee that is independent in name only can deepen liability. This report explains when and how special committees are used in your chosen jurisdiction and industry, the independence, mandate and adviser arrangements that give them weight, the indicators that one is required, the impact of getting it wrong, and the point at which corporate counsel and independent advisers should be retained directly by the committee.
Reference material for informed readers, not advice.
