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Abstract: 

In the current economic climate, we are seeing M&A activity involving banking and other financial institutions. At the best of times, any corporate transaction involving an existing or potential conflict of interest may become the subject of litigation initiated by minority shareholders, and right now there may be more scrutiny than usual. When confronted with a merger and acquisition, change of control, and/or other potential conflict-of interest situation, even sophisticated members of an institution’s Board can be confused about their The authors provide practical and useful guidelines on the fiduciary role, duties, and responsibilities.of Special Committees to the Board of Directors, based on case law and the securities laws, in dealing with these situations.

Keywords: mergers and acquisitions; fiduciary; shareholder litigation; fairness; conflict of interest; director liability

Affiliations:  1: Houlihan Smith & Company; 2: Houlihan Smith & Company.