special committee

USA

An independent committee of disinterested directors formed to act on special matters that may involve a conflict of interest for a member or members of the board of directors. Most often a special committee is formed by a target company's board of directors to negotiate and approve (or reject) a sale or change of control transaction. Special committees are usually recommended in instances where a majority of the target company's board members have interests not consistent with the interests of the stockholders as a whole (such as management directors who may have substantial gains if the merger is approved or the controlling stockholder in a going private transaction. A special committee usually retains its own legal and financial advisors, independent of the full board's advisors.