Delaware’s Court of Chancery has issued another opinion offering guidance for special committees and their advisors in related-party transactions. In its May 18th opinion in Gesoff v. IIC Industries Inc., the court emphasized three points with respect to the use of special committees in an effort to shift the burden of proving entire fairness: composition of the committee, mandate of the committee and advisors to the committee.
The advisory is provided in PDF on the Alston & Bird web site: http://www.alston.com/files/Publication/ce38126f-41b2-42a4-9b82-1d73b99a6c09/Presentation/PublicationAttachment/4a395289-e9d1-4933-8049-45606818639c/Gesoff%20Summary310506040306.pdf