How does a company board manage the inherent conflicts (and act in the interests of shareholders) when managers and some directors make an offer for the company?

ASIC gave an indication of the complexities in its recent statement on Alinta. Alinta formed an Independent Directors Committee.

The use of special transaction committees is discussed in this Harvard Law School video from its Corporate Governance Program. (The video is long but if you start at the 8 minute mark you get the gist of the issue).

via The Harvard Law School Corporate Governance Blog