20 Questions Directors Should Ask About Special Committees - Part Two

Please click on 'Previous Page' link at the end of this article to read Part One.

15. What factors should be considered in assessing the independence of advisors to the special committee?

When retaining advisors, the committee should consider the potential advisor's past, current and reasonably foreseeable relationships with the other parties involved in the transaction to ensure that the advice received is independent. Accordingly, the committee should ask any prospective advisor to disclose, subject to any applicable rules of conduct, the existence of any such relationships. For example, when selecting a financial advisor, the committee should consider whether the advisor has provided advice or other financial services to any of the parties to the transaction with an interest adverse to those that the committee represents. Committee members should review the potential conflicts of all