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, inside and outside counsel, 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.
- 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
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 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?
Mark J. Mihanovic
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.Close
Kenneth J. Najder
Mr. Najder is a partner in the Corporate Practice Group. He represents public and private companies regarding a variety... | Read More
Mr. Najder is a partner in the Corporate Practice Group. He represents public and private companies regarding a variety of corporate and securities law matters.Close