TSLA Tesla Inc

SolarCity Corp. formed a special committee to evaluate an acquisition offer made by Tesla Motors Inc., addressing potential conflicts with directors with overlapping interests in the companies.

Tesla last week made an all-stock offer to purchase SolarCity for up to $2.8 billion.

The solar-power provider said Skadden, Arps, Slate, Meagher & Flom LLP will serve as legal counsel and Lazard Asset Management LLC will be the financial adviser assisting the special board committee.

The committee is made up of Donald Kendall and Nancy Pfund, two of SolarCity's directors that don't have any special connections to Tesla.

Tesla and SolarCity have numerous overlapping interests on their boards. Elon Musk is the largest shareholder in both firms, with more than 20% holdings in each, and he is chairman of both companies. His cousins Lyndon and Peter Rive are the founders of SolarCity, and both sit on the SolarCity board. In addition, Tesla's co-founder, JB Straubel is on SolarCity's board and investor Antonio Gracias sits on the board of both companies.

According to a statement from SolarCity, the special committee has "exclusive authority to evaluate SolarCity's long-term business plan and stand-alone opportunities for value creation against a broad range of strategic alternatives."

Mr. Musk last week said "disinterested" shareholders of both companies would have to approve the deal, meaning he wouldn't vote. It is unclear which other parties might be excluded from such a vote.

Following the offer, Tesla's shares fell by more than 10% and some investors and analysts expressed concern about the deal.

Write to Mike Ramsey at michael.ramsey@wsj.com

(END) Dow Jones Newswires

June 27, 2016 18:05 ET (22:05 GMT)

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