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Special Committee Representation

Morris James attorneys’ representation of directors serving on special transaction committees or special litigation committees is informed by their substantial experience in conflict of interest and entire fairness litigation. From drafting resolutions establishing special committees to counseling their members in their duties, in appropriate compensation arrangements, in the selection of financial and other advisors, in keeping records of their actions, including meeting minutes, and in formulating and implementing strategies to carry out their mandate, the judgment of the Morris James special committee practice is informed by litigation experience. The firm represented the first special litigation committee to seek a dismissal under the Zapata standard in 1984.

Recent Representations

Counseling a publicly-traded company in the formation of special committees to evaluate conflict of interest transactions;

Represented special litigation committee of publicly-traded company investigating derivative claims;

Represented a publicly traded corporation in establishing an appropriate special committee process for a $900 million financing transaction;

Represented a special committee of independent directors of a privately owned corporation in a $1 billion sale and restructuring process;

Represented a special committee of independent directors of a publicly- traded corporation in a $120 million debt to equity conversion;

Represented a special committee of independent directors of a publicly traded corporation in response to an offer by the majority stockholder to purchase the remaining shares of the company it did not own;

Represented special committee of directors assigned to negotiate merger consideration to be allocated to one class of stock in a dual-class stock structure;

Represented special committee in sale of substantial business unit of publicly traded corporation.

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