Best Practices for Conducting Internal Investigations by Board Committees

This program, presented by Gregory Markel, Giovanna Ferrari, and Sarah Fedner of Seyfarth Shaw, covers the key issues and best practices involved in internal investigations conducted by independent committees of the Board, including Audit Committees or Special Committees, by using real-life case examples. The course includes a discussion of common scenarios in which independent investigation committees are necessary, the process by which such a committee should be appointed, factors the Board should consider in appointing each committee member, and the authority of such committees. The presenters also address the importance of and criteria for determining whether committee members are independent. 

The presenters lead an in-depth discussion on best practices for conducting committee investigations, including best practices for retaining independent counsel, collecting and reviewing documents, conducting witness interviews, and maintaining attorney-client privilege throughout the process. The presenters also cover how the committee's findings should be presented to the Board, what information this presentation should include, as well as the committee's responsibility for subsequent remedial and disciplinary actions. 

This program will benefit in-house counsel, board members, and senior officers involved in decision-making about whether the board should appoint a committee and/or commence an investigation. It will also assist inside and outside counsel advising companies and boards about internal investigations or who represent independent Board committees performing independent investigations.

Learning Objectives:

1. Explore the circumstances in which a special committee is required

2. Identify the procedures necessary to create such a committee

3. Discuss best practices for conducting the committee investigation, including retaining outside counsel, reviewing documents, and conducting witness interviews

4. Discuss best practices for concluding the committee investigation, including presentations of findings and disciplinary and remedial actions