Key takeaways:

• This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the period from January through June 2022 that used special committees to manage conflicts, and key Delaware judicial decisions during this period ruling on the effectiveness of such committees.
• A majority of the transactions surveyed during this period involved private equity sponsors, whether in connection with take-privates of public companies controlled by the sponsor or as co-investors with a conflicted controller.
• This issue discusses recent Delaware cases involving purported “liquidity conflicts” arising from a sale of private equity controlled companies, and considers whether special committees may be useful in mitigating the risk of such claims.