This template board resolution forming a special committee is for use by a company's board of directors in establishing a special committee to negotiate an acquisition transaction. This template may be tailored to suit other types of transactions and includes practical guidance and drafting notes. A special committee may need to be formed if one or more directors have a conflict of interest. A special committee should be comprised of disinterested directors who have no affiliation with interested parties and are empowered to take the steps necessary to create an arm's-length negotiation process. A properly formed and well-functioning special committee that is established early in the transaction process can, in litigation based on a claim of a breach by directors of their fiduciary duties in connection with a transaction: (1) serve as proof of the procedural fairness of the transaction; (2) shift the burden of proof to the plaintiff to show that the transaction was not fair; and (3) ...