Corporate Board Meeting Minutes, Agendas, and Other Written Records: Governance Best Practices
Safeguarding Directors Against Breach of Fiduciary Duty Claims With Effective Document Preparation and Retention Practices
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide corporate secretaries and other governance professionals in implementing best practices for board of director meetings to guard against breach of fiduciary claims and other legal challenges to director actions. The panel will discuss critical considerations for boards and their corporate secretaries when developing the agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.
Outline
- The role of sound corporate governance practices in meeting director fiduciary duties
- Best practices for corporate board of director meetings
- The corporate secretary's duties
- Meeting agendas, including consent agendas
- Minute taking
- Post-meeting considerations, including document retention
Benefits
The panel will review these and other critical issues:
- How can detailed recordkeeping benefit corporate boards of directors? How can ineffective recordkeeping harm corporate boards?
- What are some best practices for developing the board meeting agenda? When is a consent agenda appropriate?
- What are best practices for drafting minutes of a board of director meeting?
- What are the essential document retention strategies to mitigate liability in corporate governance?
Faculty
Paul Marcela
President
Governance Partners Group
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate... | Read More
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate governance services to Boards of Directors and Corporate Secretaries of companies and not-for-profit corporations that have a need to practice good corporate governance but may not have sufficient internal resources to do so in an appropriately robust manner. He previously served as Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies and as Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company and currently a wholly-owned subsidiary of DowDuPont, Inc.
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Mark J. Mihanovic
Partner
McDermott Will & Emery
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions... | Read More
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions involving companies in a broad range of industries. He has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of "poison pill" stockholders rights plans) and corporate governance issues. He advises publicly-traded companies and investment banks and other financial advisers with respect to a wide variety of securities law compliance matters.
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