Keywords
Delaware law, board minutes, meeting minutes, short form minutes, long form minutes, board deliberations, litigation risk, business judgment rule, DeStefano Lecture, Delaware Chancery Court
Abstract
This Essay, originally the basis for the 21st Annual Albert A. DeStefano Lecture on Corporate, Securities & Financial Law given on February 27, 2024, at Fordham University School of Law, addresses the importance of good corporate minuting and board documentation practices. Using lessons from Delaware cases where the quality of these practices has determined the outcome of motions and cases, this Essay identifies effective and efficient practices to better address this decidedly not sexy, but unquestionably essential, corporate governance task. The recent Delaware cases underscore the importance of quality and timely documentation of board decision-making, the material benefits of doing things right, and the considerable downside of sloppy, tardy practices.
Recommended Citation
Leo E. Strine, Jr., Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk, Given as the 21st Annual DeStefano Lecture, 29 Fordham J. Corp. & Fin. L. 561 (2024).
Included in
Business Administration, Management, and Operations Commons, Business Law, Public Responsibility, and Ethics Commons, Business Organizations Law Commons, Jurisprudence Commons