Maddi Test 2 - Governance Insights: Dual Fiduciaries – A Cautionary Tale for Nominee Directors
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The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware.
For boards, nominees and nominating shareholders, the decision is a reminder of the importance of identifying and managing both actual and perceived conflicts of interests on an ongoing basis. Manti Holdings also illustrates how the failure to adequately address such conflicts may result in costly litigation and years of distraction.
Key Takeaways
Independent Legal Counsel
By retaining independent legal counsel rather than relying on the target’s regular counsel, a special committee can better insulate itself from allegations of conflict and undue influence (including the influence of any controlling shareholder).
Engage a Financial Adviser Early
Engaging a financial adviser as early as possible in the process – particularly prior to detailed price discussions – ensures that a special committee has credible, independent advice on value to inform its negotiation stance.
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These were taken from another issue that had key takeaways included in the flipping book. This could be a cool way to visualize some of them and give readers a taste of what the guide is about.
