Panel 1: Special Committees for Investigations and Litigation The panel will discuss the roles of special committees in investigations and litigation; defining the scope and delegation of authority; demands on boards,conflicts, independence; extent of inquiry; legal standard for adequacy of investigation; reports to the board, special committee reports to boards—written or oral; and waiver of privilege.
Panel 2: Special Committees for Evaluating Transactions Our panelists will discuss the charter of the committee; delegation of authority from the board; choice of independent committee members; the role of activists; independence of financial advisors and lawyers; conflicts; waiver of privilege; valuation issues; use of experts; and reports to the board.
Program Co-sponsors: NYCLA’s Center for Corporate Governance and The Deal
Program Chair and Panel 1 Moderator: Gregory Markel, Seyfarth Shaw LLP
Panel 1 Faculty: Prof. John Coffee, Columbia Law School; William Paine, WilmerHale; Richard Pepperman, Sullivan & Cromwell LLP; Martin L. Seidel, Willkie Farr & Gallagher LLP
Guest Moderator – Panel 2: Ron Orol, The Deal
Panel 2 Faculty: Frank Aquila, Sullivan & Cromwell LLP; Jack Jacobs, Sidley Austin LLP, formerly Justice of the Delaware Supreme Court; David Katz, Wachtell, Lipton, Rosen & Katz; Eileen Nugent, Skadden, Arps, Slate, Meagher & Flom LLP