University of Connecticut law school professor Steven M. Davidoff, writing in his “Deal Professor” column for The New York Times on Tuesday, had some choice words for the special committee of independent directors of Landry’s Restaurants Inc.

Landry's owns Golden Nugget Hotels and Casinos in Las Vegas, Rainforest Cafe and other restaurants.

A look at Landry's recent history, however, shows that recent events, including hurricanes damaging its properties, the global credit crisis, and a dispute with its bondholders, had put the company in a tough spot.

Earlier this week, Landry’s called off its plans to be taken private by affiliates of the company’s chief executive, Tilman Fertitta, in a $1.3 billion deal. Instead, Landry’s said it will refinance about $400 million in debt with Jefferies & Co.

Landry’s deep-sixed the deal because the Securities and Exchange Commission was asking the deal’s lenders—Jefferies and Wells Fargo Foothill--to disclose material that Landry’s and the lenders deemed confidential.

In addition to criticizing Landry’s version of the events that led to the scrapping of the deal, Davidoff kept his sharpest knives for the company’s special independent committee. Davidoff said that the independent directors failed Landry’s shareholders by failing “to negotiate a standstill with Mr. Fertitta and allowed Mr. Fertitta to obtain majority control of this company while this failed deal was pending … depriving [shareholders] of a change-of-control premium and leaving them with unreimbursed substantial transaction expenses.”

Read Davidoff’s full column here.

King & Spalding partner Jack Capers was counsel to the special independent committee, along with two New York-based King & Spalding partners. Capers declined to comment.

Proskauer Rose advised Jefferies on Landry’s go-private talks. Haynes and Boone counseled Landry’s executives. Olshan Grundman Frome Rosenzweig & Wolosky advised Landry’s chief executive Tilman Fertitta.

Numerous events over the past three years led to Landry’s consideration of a deal to take itself private.

Back in 2007, Landry’s bondholders had threatened to force the company to repay its debt early because Landry’s had not made timely filings of its audited financial statements with the SEC, according to the Houston Chronicle. If Landry’s didn’t pay up early, the bondholders would force Landry’s to declare bankruptcy. Landry’s CEO Fertitta [photo, below] countered by suing the bondholders, claiming they were trying to extort millions of dollars from the company.

Landry’s and the bondholders reached a settlement that resulted in higher borrowing costs for Landry’s.

More recently, Landry’s business operations in Texas and Louisiana were hit hard by Hurricanes Gustav, Hannah and Ike and by Tropical Storm Eduard. When Hurricane Ike struck the Gulf Coast in September, “several of our restaurants in Galveston and Kemah sustained significant damage,” Landry’s said in its third-quarter earnings release. Landry’s took a pre-tax asset impairment charge of $24.4 million as a result of the hurricane damage, although some of that will be recouped through insurance.

Throw in last fall’s collapse of the global credit markets, and Jefferies’ and Wells Fargos’ ability to finance Landry’s go-private deal may have been fatally compromised. That last part is unknown, however, since Landry’s lenders declined to file certain information with the SEC.

Landry’s operates several restaurant chains, including Rainforest Café, Saltgrass Steak House, Landry’s Seafood House and The Chart House. Landry’s sold the Joe’s Crab Shack chain to J.H. Whitney & Co. in 2006.