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

A live 90-minute CLE webinar with interactive Q&A


Thursday, June 22, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, May 26, 2017


This CLE webinar will guide corporate secretaries and other corporate 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 agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.

Description

The SEC and shareholders are increasing scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries must take steps to ensure that their board meeting procedures are in order. Corporate recordkeeping creates legal vulnerabilities for corporate boards and requires special attention from corporate secretaries and other corporate governance professionals.

Board meeting agenda and minutes serve as the official record of corporate activities, outlining the issues to be discussed and memorializing the deliberations and decisions of the board. Effective agendas and minutes can help boards demonstrate compliance with fiduciary obligations. Ineffective recordkeeping, on the other hand, can serve as adverse evidence against the corporation in regulatory proceedings or shareholder litigation.

There are a number of best practices corporate boards and their corporate governance professionals can implement to ensure their boardroom practices will withstand heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors well in advance of meetings, and strategically drafting minutes that take the business judgment rule into account.

Listen as our authoritative panel discusses recordkeeping best practices for corporate boards of directors and their corporate governance professionals, including strategic agenda preparation, minute-taking and document retention.

Outline

  1. The role of sound corporate governance practices in meeting director fiduciary duties
  2. Best practices for corporate board of director meetings
    1. Role of the corporate secretary
    2. Meeting agendas, including consent agendas
    3. Minute taking
    4. Post-meeting considerations, including document retention

Benefits

The panel will review these and other key issues:

  • How can effective 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 strategies should be considered in drafting minutes of board of director meetings?
  • What document retention strategies are key for effective corporate governance?

Faculty

Paul Marcela, President & Managing Director
Governance Partners Group, Alpharetta, Ga.

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief Governance Officer services to companies that have a need to practice good corporate governance but may not have sufficient internal resources to practice good governance in an appropriately robust manner. He previously served as Vice President, General Counsel & Secretary of North American Bus Industries, Inc. and also served NABI’s sister company, Blue Bird Corporation. Previously, he was Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company equally owned by The Dow Chemical Company and Corning, Incorporated.

Mark J. Mihanovic, Partner
McDermott Will & Emery, Menlo Park, Calif.

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.


Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 05/26/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

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CLE On-Demand Video $247.00
Available 48 hours after the live event

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $247.00
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Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $344.00

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Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 05/26/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 05/26/17)


Webinar

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Discount Deadline
May 26, 2017
(about 2 hours)

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or call 1-800-926-7926

Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations

Intel

Mark H. Hain

General Counsel

Assurance America

Michael Hermsen

Partner

Mayer Brown

Matthew A. Karlyn

Partner

Foley & Lardner

Michael J. Missal

Partner

K&L Gates

G. Thomas Stromberg

Partner

Jenner & Block

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