This essay will explore these deficiencies and argue for real, and not illusory, safeguards against directors' self-dealing in management buyouts. Part II provides an overview of corporation law regarding the decisionmaking authority of the board. Part III discusses self-dealing transactions as exceptions to the normal judicial deference accorded board decisions. Part IV discusses the flaws in the use of the special committee to address conflict of interest problems. Part V provides an analysis of the case introducing this essay and Part VI offers conclusions and suggestions for reform.
Shelby D. Green, The Illusion of Fairness Through Special Committees in Management Buyouts, 18 W. St. U. L. Rev. 161 (1990), available at http://digitalcommons.pace.edu/lawfaculty/440/.