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A Proposal To Strengthen Special Committees, Elizabeth Pollman

Elizabeth Pollman

Special committees make some of the most important decisions facing corporations. Decisionmaking is central to their purpose. That high-quality decisions be made on these issues has become even more urgent in this time of economic volatility and outrage about corporate irresponsibility. Indeed, special committees may be increasingly in the spotlight as the current economic crisis will likely lead to a flood of shareholder litigation, and when credit markets thaw, a wave of strategic transactions.

Sometimes a board will create a special committee of just one person to handle a crucial matter. This Article proposes that courts or legislatures firmly establish …