According to Article 6 of Taiwan Business Mergers and Acquisitions Act (＂M&A Act＂) which was amended in 2015, to establish a special committee is required for a public company in M&A transactions. The committee should hire independent advisors offering opinions with respect to fairness and reasonableness of the proposed transaction and then should determine whether the transaction is fair and reasonable to the company and its shareholders. The committee should submit its opinion to the board of directors and shareholders' meeting for reference. As the committee is consisted of independent and disinterested persons, the problem of potential conflict of interest can be avoided so as to protect shareholders' interests. This type of institution is derived from U.S. law, but current setting under M&A Act cannot fully reflect the U.S. counterpart. This article will analyze the problems and drawbacks, theoretically and practically, from U.S. law's perspective.