Board special committees are increasingly being formed when circumstances arise that may be inappropriate or beyond the purview of a standing committee, e.g., a material transaction, a transaction with an “insider”, or other matter for which a “deeper dive” is needed, and/or a committee composed only of independent directors may be required. Also, investigations by boards – typically utilizing outside advisors that haven’t previously done work for the company – are occurring more frequently, such as when an incident occurs that could affect enterprise value and/or suggests a lapse in management effectiveness. These investigations may be conducted by a special board committee, a standing committee, or the board as a whole. Our panel of experts will discuss when it may be appropriate to form a special board committee and/or conduct an investigation, how this should be done in the context of company bylaws, committee charters and applicable law and regulation, as well as some “best practices” that boards should consider.
Howard Brod Brownstein
President of Brownstein Corporation
Howard Brod Brownstein, CTP, is a nationally-known turnaround and restructuring professional, and regularly provides programs for Women in the Boardroom. He is President of Brownstein Corporation, which provides turnaround management and advisory services, as well as investment banking, fiduciary services, litigation consulting, investigations and valuation services. He regularly serves on the boards of directors of public and private companies, and currently serves on the boards of: P&F Industries (Nasdaq: PFIN) where he chairs the Nominating/Governance and Strategic Planning & Risk Assessment Committees, Renew Financial, where he serves as chair of the Risk Committee, and Merakey, a nonprofit with over 10,000 employees. He is a Certified Turnaround Professional, and also an NACD Board Leadership Fellow and Immediate Past President and Board Chair of the NACD Philadelphia Chapter. He has authored ninety articles and textbook chapters, is a Contributing Editor at two publications, and is a regular guest-lecturer at Harvard Business School, Wharton, NYU and elsewhere. He received JD and MBA degrees at Harvard, and B.S. (Wharton) and B.A. degrees from the University of Pennsylvania.