Corporate
May 14, 2016
The art of the minutes
Properly documenting the board's "business judgment" for both internal and external consumption should increase the probability that the board's decision-making will be respected by courts. By Scott Wornow and Khoa Do
Boring. Mundane. An afterthought. A task often assigned to the uninitiated first year corporate associate. Minutes - board minutes, audit committee minutes, compensation committee minutes, special committee minutes and on and on. Minutes tend to be glossed over by practitioners. Unimportant, until they happen to become important.
Even Delaware law offers little guidance on the matter, with but a sparse dic...
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