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Article
The Use of Special Committees in Mergers and Acquisitions
Texas Journal of Business Law (2008)
  • Benjamin James
  • Jeffrey Chapman
Abstract

It is critical for boards of directors to address properly conflicts of interest in business combinations. Many boards have appointed special committees of independent directors to ensure that stockholders’ interests are protected in mergers and acquisitions and, in certain circumstances, to shift the burden from directors, who must establish the "entire fairness" of the transaction, to the stockholder-plaintiffs, who must establish unfairness. This paper addresses the fiduciary framework governing mergers and acquisitions and the requirements to appoint and conduct the activities of a special committee under Delaware law.

Keywords
  • special committees,
  • mergers and acquisitions,
  • fiduciary duties,
  • delaware law
Disciplines
Publication Date
2008
Citation Information
Benjamin James and Jeffrey Chapman. "The Use of Special Committees in Mergers and Acquisitions" Texas Journal of Business Law Vol. 42 Iss. 3 (2008)
Available at: http://works.bepress.com/benjamin_james/1/