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Our Special Committee Practice: We Feel Your Pain

Published On: February 20th, 2020Last Updated: August 28th, 2020Categories: BOD, Business0 CommentsTags:

Having found yourself on the special committee of a board of directors of a public company, you realize corporate life may not have gone entirely as expected.

Management had a plan, a plan that you helped approve.

Now, management has a new plan. It’s not as good as the old plan, and people are beginning to notice, some of them a little too closely.

They write out nasty letters and demand that you do stuff to fix the problem.

You want to do the right thing, and you want to work with your colleagues on the board, but you find that many of them are not independent and cannot sit on the special committee.

You look around and realize there are only three or four of you sitting around that table.

You’ve had to hire new counsel special for your special committee and while you’re sure they are nice and highly capable people their business cards are still fresh in your pocket.

The future of the company, at least in its current incarnation, is now in your hands, as is your professional reputation and those of your colleagues.

Timing, you ask? “Plenty – a few weeks at least”.

Oh, and a full record of all that happens will be published in the circular for posterity.

In short, life as an independent director on a special committee can be frightfully lonely, even Hobbesian.

It has been our experience that independence is the bridge that leads the way out of this stressful and troubled existence.

Independent and thoughtful judgement exercised by independent directors properly advised by independent financial advisors and legal counsel – it is crucial to act to protect the independence and good judgment of the special committee and independent directors.

We help to build such bridges and protect our special committee clients with the leading independent advice platform in Canada.

We have recently advised the special committee of the board of directors of Callidus Capital Corporation and provided that committee with a highly bespoke, long-form fairness opinion.

We have recently acted in a similar capacity for Concordia International Corp., Millar Western Forest Products Ltd., Aston Hill Financial, Brookfield Canada Office Properties, Trez Capital Junior MIC, Trez Capital Senior MIC and the Non-Mutual Policyholder Committee of Economical Insurance.

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