The Establishment, Composition, and Functioning of a Special Committee of a Board of Directors

Richard Leblanc, President, Boardexpert com Inc

Recommendations and reporting of an ad hoc special committee (special committee), to a board of directors, for review and approval, may be successfully contested by a counter-party because of a special committee that (i) lacks independent and disinterested members and an advisor(s); (ii) allows undue influence upon one or more members or an advisor of a special committee, by an interested party (to be defined herein); or (iii) does not engage in a proper process. The author has advised, served as a member of, and testified as an expert witness in respect of, special committees. This article sets out best practices for the establishment, composition, and functioning of a special committee, paying particular attention to the role of company directors, various counsels, and interested parties.

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Canada Management General May 2024 Vol.17, No. 67, Spring 2024

Richard Leblanc

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Dr. Richard W. Leblanc is a leading expert on corporate governance and accountability. He was awarded Fellow of the Institute of Certified Management Consultants of Ontario; Academic Fellow of the International Council of Management Consulting Institutes; and is a member of Canada’s Who’s Who. Dr. Leblanc is an award-winning teacher, researcher, lawyer, public speaker, consultant and specialist on boards of directors. He has taught at leading universities including Harvard University. He has assisted and advised over 200 boards of directors; has authored over 200 publications and reports; has delivered over 600 media interviews and 600 speeches and training sessions; and has served as an expert witness in several court cases involving boards of directors. Dr. Leblanc is a Professor of Governance, Law and Ethics at York University and Director of its Graduate Program in Financial Accountability. Dr. Leblanc is Editor of “The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members,” 3rd Ed. (Wiley, March 2024). He possesses a Bachelor of Science degree, an MBA, Canadian and American law degrees, a masters in law, and a PhD focusing on corporate governance.

Boardexpert com Inc

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Dr. Leblanc is the founder and principal of Boardexpert.com, an advisory firm providing customized governance transformation. His insight has guided leaders of organizations through his teaching, writing and direct consultation to government regulators and national and multi-national corporations. Dr. Leblanc has provided extensive service as an external advisor to boards of directors that have won national awards and peer endorsement for their governance practices. His work is known for its rigor, inclusiveness, and grounding in best practices.

Canada Management General May 2024 Vol.17, No. 67, Spring 2024

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