Format and Substance of Special Litigation Committee Report Scrutinized

In Sutherland v. Sutherland, 2008 WL 571253 (Del Ch., Feb. 2008), read opinion here, the Delaware Chancery Court examined the format and content of the report of a Special Litigation Committee (SLC) – noting the paucity of citation to source documents, for example, and observed the inauspiciousness of the SLC being composed of only one person (which of course makes it a greater challenge for the SLC to establish its independence, good faith and reasonableness under the Zapata standard.) This short letter opinion refused to allow the SLC to supplement the record with an appendix to the report due in large measure to the prejudice that would be suffered by the plaintiff in light of the lateness of the supplementation in terms of the amount of work and expense incurred to date based on discovery, briefing and argument that focused on the initial SLC report.

Two prior decisions in the case, that can be accessed here, provide more factual background.