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Managing a Special Committee Process

When (ET)
Where Webinar OR our Toronto office
333 Bay St., Suite 2400
Bay Adelaide Centre
Toronto, ON
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Speakers: Aaron J. Atkinson, Partner, Fasken and William K. Orr, Counsel, Fasken  

In making any material decision, a board should ensure that the process by which its decision is reached is carried out with proper rigour and independence. A common procedural tool recognized by courts to do so is to establish an ad hoc special committee of independent directors to conduct a detailed review of the issues and deliver a recommendation to the board. While simple in concept, the task of properly establishing and empowering a committee and carrying out an appropriate committee process involves the exercise of a substantial amount of judgment in an often truncated time period where tensions already may be heightened within the organization. While a number of “best practices” have developed over time to assist a special committee in discharging its duties, some practices may be unfamiliar to an organization and can give rise to conflict or misunderstandings. Through a series of case studies this session will cover a variety of common issues, including:

  • The committee’s mandate and balancing the tension between properly empowering the committee while also allowing for necessary input by management and others
  • Retaining outside legal and other advisors at the cost of the company
  • The role of outside counsel to the committee and the solicitor-client relationship
  • Committee control over its meeting protocol and other procedural matters, which at times may exclude some of the organization’s customary decision-makers, such as executive management or other board members
  • Maintaining confidentiality over the committee’s deliberations and preserving solicitor-client privilege
  • Ensuring insurance coverage and indemnities for the directors


This program contains 15 minutes of Professionalism content and 45 minutes of Substantive content

2018 Law Society of Ontario Accredited

Fasken Martineau DuMoulin LLP has been approved as an Accredited Provider of Professionalism Content by the Law Society of Ontario.