Special Committees

Overview

Matters involving special committees are inherently sensitive, urgent, and high-stakes. Friedman Kaplan’s Special Committee team has the extensive experience, diligence, insight, and discretion necessary to address the concerns of these committees quickly, quietly, and optimally.

Comprised of attorneys from both the litigation and corporate departments, our team has substantial experience representing and advising boards of directors, special committees, audit committees, major shareholders, and senior members of management of public and private companies across a wide variety of industries in connection with controlling-shareholder and interested-party transactions as well as investigative matters. Our attorneys excel at providing the intense and focused attention necessary to enable swift resolution to facilitate the closing of major transactions, minimize business disruption, and avoid reputational harm.

We advise special committees on the process to be followed in considering whether proposed transactions fulfill fiduciary duties and comply with applicable law, recommend appropriate structuring of controlling-shareholder and interested-party transactions to minimize litigation risk, and participate in meetings of the committees and discussions with financial and other advisors. We also evaluate shareholder lawsuits, conduct internal investigations of alleged executive misconduct, advise on compliance issues and restatements, advise directors and special committee members on fiduciary duties and other legal obligations, and provide corporate governance counseling.

Speaking to our reputation amongst our peers, our colleagues at other top firms frequently turn to Friedman Kaplan to provide trusted, high-quality advice to their clients in these sensitive and confidential engagements when they cannot handle such matters themselves due to conflicts or other business considerations.

Selected Litigation Experience

• We served as counsel to the Special Litigation Committee of Aetna in connection with its investigation of derivative claims asserted against the company's directors by two shareholders in connection with the proposed Aetna/Humana merger.
• We served as counsel to the Special Litigation Committee of PNC Bank in connection with its investigation of shareholder derivative claims alleging that the bank’s directors and officers made false and misleading financial disclosures and failed to maintain sufficient operational controls. The bank filed a motion to dismiss the derivative claims based on the Committee’s report.
• We conducted an internal investigation on behalf of the Audit Committee of a NYSE-listed consumer financial services company in connection with the Committee’s review of the company’s previously issued financial statements.
• On behalf of the Special Committee of the Board of Directors of a leading financial services firm, we conducted a highly confidential investigation of errors in the firm’s public reporting. When our representation would have otherwise concluded, we were asked to assist the Special Committee in monitoring the Company’s ongoing efforts to improve its reporting.
• On behalf of the Audit Committee of a NYSE-listed company, we conducted an investigation of charges of sexual harassment and sexual assault against the CEO by a subordinate. Due to the urgency of the matter, the entire engagement was conducted to completion in 24 days.
• On behalf of a major mobile software solutions provider, we conducted an internal investigation into allegations that the CEO and other company executives had engaged in securities fraud and market manipulation. Despite the fact that the CEO was indicted and convicted at trial for the conduct that we identified during the course of our investigation, our client, the company, was never charged criminally or sanctioned by the SEC. 
• On behalf of the Majority Constituency of the Board of Directors of a leading financial services firm, we conducted a highly confidential investigation into the poor performance and alleged wrongdoing of the senior-most management of the firm. Our investigation led to the resignation of several individuals who were its subjects. At this stage, we also handled the negotiation with counsel of the terms and issues surrounding these resignations.

Selected Corporate Experience

• We represented a Special Litigation Committee of the Board of Directors of H.J. Heinz Company in connection with the $28 billion merger between Heinz and a consortium formed by Berkshire Hathaway Inc. and 3G Capital Partners Ltd., an investment fund. Our work included investigation and evaluation of shareholder demand letters and shareholder derivative actions alleging breaches of fiduciary duty by the Heinz directors in connection with their approval of the merger. Ultimately, the court granted Heinz’s motion to dismiss the derivative actions, which Heinz had filed based on the Special Litigation Committee’s report and recommendation.
• We represented the Special Litigation Committee of the Board of Directors of a major energy company which was formed to ascertain whether the company should pursue derivative claims against its Board members with respect to the Board’s approval of a proposed sale of the company. Our representation of the Committee, the existence and mission of which was confidential, was expedited. We were able to conduct the wide-ranging investigation and prepare our report within approximately one month of retention.
• We advised the Special Committee of the Board of Atlas Pipeline Partners, L.P. in connection with the evaluation and negotiation of Atlas’s approximately $400 million asset sale to Atlas Energy, L.P., the corporation that controlled the general partner of Atlas Pipeline. Our work included advice related to the fiduciary duties of the Committee, identification of the appropriate level of Committee involvement in the transaction evaluation and negotiation process, and negotiation of principal transaction documentation with the purchaser. We also represented the Committee in connection with a derivative action that was filed challenging the transaction. 
• We represented a Special Committee of the Board of Directors of a public gaming company and resort operator as to its duties pertaining to a management-led offer to acquire the company. The Special Committee and management were unable to reach agreement. The company subsequently was acquired for a price significantly above the price originally proposed by management.