Like senior executives at many companies swept up in the wave of leveraged buyouts, those at Clear Channel Communications Inc., the nation's largest holder of radio stations, stand to profit — and keep their jobs — if the company, as expected, accepts a bid to take it private.

The situation at Clear Channel and at other companies that have pursued such deals has fed a growing concern: that corporate executives may be pushing for transactions that are ideal for themselves but might not be optimum for other shareholders.

The issue, raised by Wall Street bankers and investor activists, has cropped up in several deals, including the $14.6 billion purchase of pipeline operator Kinder Morgan Inc., the $21.3 billion takeover of hospital chain HCA Inc. and the $3.2 billion buyout of hotelier Kerzner International Ltd.

At Clear Channel, which is based in San Antonio, the board is weighing two bids that could lead to a buyout valued at nearly $18 billion, plus the assumption of $8 billion in debt. Among those who have participated in some of the boardroom deliberations on the potential deal are Clear Channel Chairman Lowry Mays, Chief Executive Mark Mays and President and Chief Financial Officer Randall Mays, all members of the company's founding family.

Clear Channel has conducted a lightning-fast auction that has produced bids from two groups of private-equity investors, both of which are willing to keep Mark Mays, 43 years old, and Randall Mays, 41, in senior management, say people familiar with the matter. Wall Street bankers expect any deal also will allow 71-year-old Lowry Mays, the family patriarch, to cash out and leave the company.

In what may be a demonstration of Clear Channel's sensitivity to the issue, the three top executives and B.J. "Red" McCombs, a director with close ties to the Mayses, won't be voting on the transaction, according to a person familiar with the matter.

Several members on Clear Channel's 11-seat board have close business and personal ties to the Mays family, which collectively owns 7% of the company's stock.

Four directors have served since Clear Channel went public 22 years ago. One of them — Mr. McCombs — has been at Lowry Mays's side since the company was founded in 1972; last year, Mr. Mays and his wife contributed $20 million to a cancer center named for Mr. McCombs and his wife. The law firm of another board member, attorney Alan Feld, is helping put together the potential buyout deal, which could be completed this week.

The company considers both men and six other Clear Channel board members to be independent directors.

In recent years, Clear Channel has drawn criticism for its poor stock performance, with the California Public Employees' Retirement System, the nation's largest public pension fund, singling out the company's board for scrutiny this year. Other critics of the board have zeroed in on the company's generous executive-compensation policies.

"It's all about independence, appearance, and conflict of interest," says Dennis Johnson, senior portfolio manager for corporate governance at Calpers. "They should be very, very sensitive to appearance." The board's current leadership has exhibited "questionable independence," he says.

The auction also raises questions of transparency. Auctions are complicated affairs, and subject to scores of separate decisions that could influence the outcome. Courts generally give companies a wide berth to conduct their own sale. In Delaware, where Clear Channel is incorporated, judges aren't given "license to second-guess reasonable, but debatable, tactical choices that directors have made in good faith," according to one recent legal opinion on the topic.

The bidding for Clear Channel pits a consortium of Providence Equity Partners, Kohlberg Kravis Roberts & Co., and the Blackstone Group against a second group made up of Thomas H. Lee Partners, Bain Capital and Texas Pacific Group. Two other groups have dropped out of the bidding.

Bids, which were due yesterday, were expected to fall within the $36- to $38-a-share range, say people familiar with the transaction. Clear Channel's stock fell 59 cents to $34.38 in 4 p.m. trading on the New York Stock Exchange.

If and when a final deal comes to a shareholder vote, Clear Channel holders are likely to scrutinize both the board's role and the sales process that it approved. If they perceive that it behaved in a way that forced a particular outcome, they might oppose the transaction.

A primary issue would be whether the company adequately considered proposals from bidding groups less friendly to the Mays family. Another key question: Whether the board seriously considered a break-up plan that, at least according to some observers, could fetch more money than if the company were sold in one piece.

The company says there is no reason for concern. "The shareholders of Clear Channel can be assured that their board of directors is actively engaged in a fair, independent and professional process reviewing strategic alternatives designed to enhance value for all shareholders. Any suggestion or innuendo that this process is somehow flawed is blatantly false," the board said.

Clear Channel says that all eight of the company's nonfamily directors are "independent," according to New York Stock Exchange standards. Yet many of those directors have close connections with the company or the Mays family — either as longtime business associates, former classmates or as regulars on the Texas social and charity circuit.

The Mays and McCombs families have longstanding ties. According to Clear Channel's 2006 proxy statement, the company pays $16,908 a month to lease office space from a partnership that is owned by separate entities for the Mays and McCombs children. The links between the two families go far beyond business. Last year, the McCombs donated $30 million to the University of Texas to establish the Red and Charline McCombs Institute for the Early Detection and Treatment of Cancer. Soon thereafter, Lowry Mays and his wife, Peggy, contributed $20 million to support the new institute.

Besides Mr. McCombs, three other directors have been on the board ever since the company went public. Mr. Feld attended Highland Park High School in Dallas with Mr. Mays and was an early partner at the law firm of Akin Gump Strauss Hauer Feld LLP, which has long done legal work for Clear Channel.

Mr. Mays's Harvard Business School classmate, John Williams, helped underwrite the company's IPO when he was a banker at Dallas-based Schneider, Bernet & Hickman. Ted Strauss, the brother of Democrat stalwart and Akin Gump partner Bob Strauss, is a former banker at Bear Stearns & Co.

Other board members have come and gone over the years. The membership started to diversify after the company's purchase of Phoenix-based outdoor-advertising company Eller Media in 1997. At that time, founder Karl Eller joined the board. After the acquisition of radio giant AMFM in 2000, five new directors were named, but two of them, and Mr. Eller, left within two years. The following year, two more resigned. A former board member said one reason for the departures was the clubby nature of the board.

The lone survivor from the group, Perry Lewis, is a senior managing director at Greenwich, Conn.-based private-equity firm Heartland Industrial Partners, and is said by many to be leading the charge to keep the sales process as transparent as possible.

Among the recent board appointees is John Zachry, chief executive of San Antonio-based Zachry Construction Corp. Mr. Zachry currently serves with Randall Mays on the board of trustees of San Antonio Academy, an exclusive boys' school.

At least initially, Clear Channel appeared headed down the path of an exclusive negotiation. For months it had been talking with the Providence Equity-led buyout team and its managing director, Paul Salem, who was a Harvard Business School classmate of Randall Mays. The talks almost led to a deal in October but eventually faltered over the final sale price. Soon, the company welcomed in a rival bidding group and on Oct. 25, after the news had leaked, issued a press release stating the company was exploring "strategic alternatives."

Competing bidders had just a short time to get their act together. Clear Channel, which is being advised by Goldman Sachs Group Inc., wanted "best and final offers" by Nov. 10 — a deadline later moved to Nov. 13. That allowed just three weeks for researching and arranging financing for one of the largest media transactions in history.

By comparison, the auction of Spanish-language broadcaster Univision Communications Inc. was announced Feb. 9 and concluded in late June. Crafts retailer Michaels Stores Inc. announced its strategic review in March and signed a private-equity deal on July 1.

After Clear Channel announced the short window for bidding, a number of new faces jumped into the fray, including a private-equity team of Carlyle Group and Apollo Group. A separate team of Cerberus Capital Management and Oak Hill Capital Partners also explored a bid. Both were viewed on Wall Street as being less inclined to keep the Mayses on as managers. The Carlyle Group didn't get far, said one person familiar with the matter, because it considered Clear Channel too expensive.

The Cerberus group was more interested, but it didn't get very far either, says a person familiar with the matter, because it viewed the deal as too complicated to prepare in such a short time.

The Cerberus group's departure left Clear Channel with a two-sided bidding contest that will be decided by the company's independent directors. Those directors have hired investment bank Lazard Ltd. and Chicago law firm Sidley Austin LLP to counsel them. However, the advisers are there to provide a "fairness opinion" on the deal and not stage the auction, say people familiar with the matter.