We regularly represent boards of directors, as well as their standing and special committees, in a wide variety of matters, such as:
- Board recruitment
- Board fiduciary duties
- Board and committee composition and membership requirements
- Board leadership
- Board member evaluations and compensation
- Conduct of meetings
For special board committees, our attorneys have often represented:
- Special board committees regarding transactions among controlling shareholders
- Special committees in mergers and acquisitions and related party transactions
- Audit and special committees in connection with restatements of financial statements, allegations of accounting irregularities, and financial reporting improprieties
- Special committees in internal investigations and SEC and stock exchange inquiries
Internal investigations on behalf of special committees and boards have included such allegations as bid rigging and inappropriate gifts, Foreign Corrupt Practices Act violations, and more.
We also represent committees and boards in developing corporate compliance programs and business ethics codes, compliance with Sarbanes-Oxley, and corporate reorganizations and bankruptcy proceedings.
- Representation of the special committee of the board of directors of Targa Resource Partners in several drop-down transactions from its private equity sponsor totaling more than $1 billion.
- Representation of the special committee of the board of directors in connection with four drop-down transactions for a publicly traded E&P MLP that acquired oil and gas properties from an affiliate of the general partner totally over $500 million.
- Representation of special committee of the Gulfport Energy Corporation board of directors in transactions valued at $220 million and $372 million for the acquisition of Utica Shale acreage.
- Representation of special committee pipeline construction industry servicer in a five-company merger transaction sponsored by SCF Partners.
- Representation of the independent directors of SCF Partners in a three-way merger transaction resulting in the formation and subsequent recapitalization and initial public offering of an oilfield service provider.
- Representation of special committee of an independent E&P MLP in acquisition of its general partner and other affiliated-party transactions.
- Representation of the special committee of the board of directors of deathcare provider to investigate alleged improprieties surrounding the company’s Georgia and Florida operations.
- Representation of audit and special committees in connection with restatements of financial statements, allegations of accounting irregularities and financial reporting improprieties.
- Representation various investment banks with respect to the delivery of fairness opinions.