Board Special Committees and Investigations: Selecting Disinterested Members, Establishing Role in Bylaws, Charters
Recording of a 90-minute CLE webinar with Q&A
This CLE course will address the role that special committees play in board governance and when committees are appropriate versus necessary, how to utilize a special committee, and the considerations for a board when appointing a special committee. The panel will provide guidance for when a board must consider a special investigation and what circumstances, including regulatory, legal, or reputational, that an inquiry must address.
- Board special committees
- Components of effective special committee process
- Independence of committee members
- Committee's role and process
- Selection of the committee's advisers
- Additional considerations
- What is best for the company
- Document the process
- Special committee interaction with conflicted persons
- Meetings of the special committee
- Management interaction with special committee advisers
- Bylaws and charters
- Regulatory, legal, or reputational issues
- Conflict of interest for top management
- Potentially material occurrence or condition
This panel will review these and other topics:
- What circumstances require a board to appoint a special committee?
- How does a board appoint independent and disinterested members, and how is the committee's role defined?
- What issues arise when the special committee interacts with a conflicted management member?
- What should a company's bylaws or charter include regarding special committees?
- How should a company address a special committee investigation related to regulatory, legal, or reputational issues?
Howard Brod Brownstein (Moderator), CTP
President and CEO
The Brownstein Corporation
Mr. Brownstein provides turnaround management and advisory services to companies and their stakeholders, as well as... | Read More
Mr. Brownstein provides turnaround management and advisory services to companies and their stakeholders, as well as investment banking services, fiduciary services, and litigation consulting, investigations and valuation services. He also serves as an independent corporate board member for publicly-owned and privately-held companies, as well as large nonprofits.Close
Emily V. Burton
Young Conaway Stargatt & Taylor
Ms. Burton litigates internal governance issues and complex commercial disputes, primarily in the Delaware Court of... | Read More
Ms. Burton litigates internal governance issues and complex commercial disputes, primarily in the Delaware Court of Chancery. She has deep and broad expertise with Delaware corporate and alternative entity law, as well as a particular expertise representing special committees and litigating compliance with Delaware’s corporate formalities, including issues involving corporate control under Section 225 or validation under Sections 204 or 205 of the DGCL.Close
Laura E. Krabill
Ms. Krabill concentrates on complex commercial matters with an emphasis on securities and corporate governance... | Read More
Ms. Krabill concentrates on complex commercial matters with an emphasis on securities and corporate governance litigation, including securities class actions, shareholder derivative actions, special litigation and demand review committee investigations, and other contract and tort actions involving securities and fundamental corporate transactions.Close
Julia G. Mirabella
Ms. Mirabella advises clients on a broad range of issues in connection with government and internal investigations,... | Read More
Ms. Mirabella advises clients on a broad range of issues in connection with government and internal investigations, special committee and board-led investigations, whistleblower complaints, and building, enhancing and testing compliance programs. As a part of her work, she represents public companies, financial institutions, and senior officers in connection with high-profile and complex matters including domestic and cross-border internal investigations as well as investigations initiated by the Department of Justice, U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and other federal and state regulators. Ms. Mirabella has handled matters involving, among other things, the Foreign Corrupt Practices Act (FCPA), the False Claims Act (FCA) and various securities laws and regulations.Close