Kit Kaufman


Focused Advice

My sole function is to advise independent directors to help protect against claims that they did not provide sufficient oversight over important corporate matters. Based on more than 45 years of experience, I have the familiarity with M&A, internal investigations and securities offerings that no one who has not been a professional in these areas can enjoy.


I commit the time needed to assure that independent directors’ oversight obligations are being fulfilled. This includes reading all materials sent to board members, attending the board meetings and having a separate meeting with the independent board members following the conclusion of the board meeting (and in certain cases before the board meeting). It will also include attending crucial meetings (such as “all hands” meetings) in the M&A or IPO process and reading the documents involved. Independent directors will in all cases be kept up to date with separate calls and meetings with us.


My expertise includes the following:

Internal Investigations

You may remember when many corporations were involved in internal investigations of stock option backdating.  Similar situations arise with respect to the Foreign Corrupt Practices Act, derivative cases where a plaintiff’s lawyer is seeking to sue on behalf of the corporation, and employment matters involving top management. All of these situations require special attention from the independent board members.

M&A Generally

The courts have made it clear that the independent board members (as opposed to management) should control and oversee the assessment of mergers, acquisitions and other strategic transactions. Many of the most dramatic criticisms of independent members of boards have been leveled in where the board allowed management to run the strategic transaction process without oversight.

IPOs & Other Securities Offerings

The federal securities laws hold each director liable for inaccurate statements in a registration statement.  While the board’s liability may be effectively covered by directors and officers insurance and each of the directors will hopefully have read the registration statement, no independent director is really in a position to perform the due diligence and spend the time in drafting sessions required to provide much direct comfort as to the accuracy of the registration statement.  Moreover, most directors are not securities professionals with a full view of what is risky to put in a prospectus.  I can provide that expertise and experience.


M&A in Conflict Situations

The courts’ scrutiny of a board’s actions is amplified exponentially where there is an inherent conflict because the transaction involves a controlling stockholder, a management buy-out or a private equity buyout where management rolls equity in the acquired company into equity in the acquirer.  These may involve a “special committee” of the board.  However, the establishment of a special committee does not solve the situation by itself and participation on special committees can require extensive time and attention.