Special Committee Representations
The firm’s Special Committee practice is dedicated to advising Special Committees and Boards of Directors on a wide range of complex transactions. Increasingly, Boards of Directors are presented with proposed transactions as to which corporate law and/or corporate governance best practices require the formation of a Special Committee of independent directors, and/or the retention by the Board of Directors or such a Special Committee of an outside financial expert, free of conflicts of interest, to advise on the transaction. In such situations, any Board of Directors or Special Committee must assure not only that its own members, but also any such outside financial advisor, is independent and free of conflicts. We have advised companies on decisions as diverse as stock-for-stock mergers, strategic asset divestitures, joint ventures, cross-border acquisitions, leveraged buyouts, leveraged recapitalizations and financial restructurings. We have also provided strategic counsel to Special Committees when a conflict of interest develops with a company’s existing investment banking relationships.
The cornerstone of our Special Committee Practice includes:
The Special Committee’s financial advisor must be an independent advisor with respect to both the Company and the transaction, and dedicated solely to the goal of providing sound and independent financial advice. Akin Bay has no conflicts arising from such activities as securities research, brokerage, trading, underwriting or outside ownership. Akin Bay needs no “Chinese Wall”. We are solely corporate financial advisors.
Each engagement of our Special Committee Practice is always directed by a senior principal who is deeply involved in all aspects of the engagement, and who possesses the maturity and experience necessary to guide the Special Committee through the attendant complexities of the transaction.
The firm appreciates the sensitivity of the mission faced by a Special Committee of independent directors. They must be especially mindful of the potential conflicts of interest involved in the type of complex transaction which requires analysis by a Special Committee. They must also be sensitive to the high public profile, and intense shareholder and third-party scrutiny, that inevitably accompanies them. We understand the inevitable tension created when substantial shareholders, management and/or other members of a Board of Directors may have a range of conflicting goals.
The firm is proud of the range of skills and experience we can bring to bear upon the successful execution of complex Special Committee assignments in a wide variety of businesses. We have been recommended for such assignments by leading law firms and advisors throughout the country.