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Special Committee Representation

focusing on your objectives

We represented the first special litigation committee to seek dismissal under the iconic Zapata standard.


Morris James attorneys’ representation of directors serving on special transaction committees, special investigation/demand committees or special litigation committees is informed by their substantial experience in conflict of interest and entire fairness litigation.  Our attorneys have ample experience across all aspects of special committee representation, including, but not limited to, drafting resolutions establishing special committees, counseling committee members regarding their duties, counseling committee members on appropriate compensation arrangements, counseling committee members on the selection of advisors, advising on appropriate record keeping and minute taking and formulating and implementing strategies aimed at achieving the committee’s mandate. The Firm represented the first special litigation committee to seek a dismissal under the iconic Zapata standard in 1984. 

Morris James prides itself on the close working relationships that it establishes with inside counsel and its clients.  Using technology to control costs and manage even mega-document cases, Morris James develops a case management plan with its clients that focuses on the client’s objectives.  Morris James maintains the Delaware Business Litigation Report, a blog of all recent, significant Delaware corporate and commercial law decisions.

Our Special Committee Team

Morris James’ special committee team is among the most well-respected in Delaware. Our attorneys are recognized by Chambers USA as “America’s Leading Lawyers for Business”. Our lawyers are also listed in Benchmark Litigation, Best Lawyers®, and Delaware Super Lawyers® for their business litigation skills.  Our team includes a former Vice Chancellor of the Court of Chancery. 

Recent Representations

Represented a special transactions committee in negotiating a $2 billion asset exchange.

Counseled 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;

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

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

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

Represented a special committee in litigation in the Court of Chancery regarding the sale of a publicly traded chemical company;

Represented a special committee 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;

Counseled a special committee of a publicly traded corporation regarding a stock repurchase program proposed by the controlling stockholder;

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

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

Case Study

Morris James Counsels Special Litigation Committee Which Mediated a Settlement of Derivative Litigation

Mediation proves the key to derivative litigation settlement for Special Litigation Committee

Directors of a Delaware corporation found that Morris James’ counsel took what could have been an expensive, time-consuming and burdensome shareholder suit and turned it into a successful court-approved mediated settlement that let the companies get back to business.

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