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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 video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, June 18, 2024 (in 3 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

(Alert: Event date has changed from 6/19/2024!)

or call 1-800-926-7926

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.

Description

In recent years, the courts, regulators, shareholders, and other stakeholders have increased the scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries are well advised to take steps to ensure that their board meeting procedures are carefully designed to safeguard the interests of the company.

Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues reviewed and memorializing the board's deliberations and decisions. Well-crafted minutes can help document the exercise of directors' fiduciary duties and have, in certain situations, proven instrumental in defeating shareholder challenges. Conversely, minutes that document inadequate decision-making processes can be used as a weapon by litigants, as illustrated by several prominent cases in recent years.

There are several best practices for corporate boards and corporate governance professionals to bolster boardroom practices for heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors in advance of meetings, and carefully drafting minutes that present a single cogent record of the corporation's decision-making process.

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.

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Outline

  1. The role of sound corporate governance practices in meeting director fiduciary duties
  2. Best practices for corporate board of director meetings
    1. The corporate secretary's duties
    2. Meeting agendas, including consent agendas
    3. Minute taking
    4. 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?
  • How have recent changes in the law increased the importance of well-crafted minutes?
  • 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?

Faculty

Mihanovic, Mark
Mark J. Mihanovic

Partner
Strafford

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions...  |  Read More

Najder, Kenneth
Kenneth J. Najder

Partner
Jones Walker

Mr. Najder is a partner in the Corporate Practice Group. He represents public and private companies regarding a variety...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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