Board & Committee Representations and Advisory Attorneys DE

Our Services

We offer a broad range of counseling services for boards and special committees, including:

Guiding the formation, structure, and roles of special committees
Advising boards and special committees on fiduciary duties, governance best practices, and the standards of judicial review in the event of litigation challenging a board’s or special committee’s course of action
Facilitating board and special committee meetings and preparing minutes of such meetings
Assisting in the resolution of board disputes
Providing independent legal advice to special committees during mergers, acquisitions, and other transactions with controlling stockholders

Effective board and special committee counseling is crucial for the sustained success and governance of your organization. Our experienced corporate attorneys provide the guidance and support necessary to navigate your most pressing governance challenges. We provide high-quality services tailored to the complex needs of boards and special committees, ensuring cost-efficiency without compromising results. As a respected Delaware law firm, we offer reliable counsel, effective solutions, and successful management of high-stakes board matters.

Team Leaders

Albert H. Manwaring IV

Partner

Vincent J. Cannizzaro III

Partner

Representative Experience

Counseled 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

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

Counseled independent directors of nitrogen company in proposed transaction by controller to buy out limited partners under Master Limited Partnership Agreement

Counseled a special committee of a privately-owned corporation in a $1 billion sale and restructuring process

Counseled 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

Counseled 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

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

Counseled a special committee in sale of substantial business unit of publicly-traded corporation

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