Document Type
Article
Publication Date
6-2-2024
Abstract
In this article, which was originally the basis for the 21st Annual Albert A. DeStefano Lecture on Corporate, Securities & Financial Law on February 27, 2024, at Fordham University School of Law, the importance of good corporate minuting and board documentation practices is addressed. Using lessons from Delaware cases where the quality of these practices has determined the outcome of motions and cases, the article identifies effective and efficient practices to better address this decidedly not sexy, but unquestionably essential, corporate governance task. The recent Delaware cases underscore the importance of quality and timely documentation of board decision-making, the material benefits of doing things right, and the considerable downside of sloppy, tardy practices.
Keywords
Board Governance, Book-and-records Requests, Business Administration, Caremark, Corporate governance, Fiduciary Duties, Litigation Risk, Minutes, risk management
Publication Title
Fordham Journal of Corporate & Financial Law
Repository Citation
Strine, Leo E. Jr., "Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk" (2024). Articles. 440.
https://scholarship.law.upenn.edu/faculty_articles/440
Publication Citation
29 Fordham J. Corp. & Fin. L. 561 (2024).