Board Minutes in Sixty Minutes

Past Events

Board Minutes in Sixty Minutes Panel

Webinar | Board Minutes in Sixty Minutes: Recommended Practices and Insights

October 24, 2024 12:00 pm – 1:00 pm Webinar – Virtual

REGISTRATION IS CLOSED

Please join us for this program that will explore the evolving and challenging issues associated with Board minutes, emphasizing practical advice for boards, management, corporate secretaries, and their advisors. Board minutes are an important part of a corporation’s internal recordkeeping. They have also become important in corporate and securities litigation, with plaintiffs’ counsel using books and records requests in connection with their lawsuits. The panel members will discuss the purposes of board minutes; and recommendations related to board minutes, such as developing processes for documenting, good recordkeeping, timing, risks, recording of board meetings, and how to avoid pitfalls. Also, developments in Delaware cases impacting board minutes will be discussed. Plaintiffs’ and defense counsel on the panel will provide their insights, including their perspective on board minutes, the impact of litigation and the use of book and records requests.

Participants:
  • Mary Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, Moderator
  • Joel Fleming, Partner, Equity Litigation Group LLP
  • Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
  • Blake Rohrbacher, Director, Richards Layton & Finger
  • Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, Host

This Weinberg Center panel provided attendees with useful insights and practical takeaways.

Click here for the panel video.

Link to Video

Materials:
  1. Loren Trent Hightower v. Sharpspring, Inc., C.A. No. 2021-0720-KSJM, Delaware Court of Chancery, August 31, 2022
  2. H&N Management Group, Inc. & Aff Cos Frozen Money Purchase Plan v. Robert M. Couch et al., Civil Action No. 12847-VCMR, Delaware Court of Chancery, August 1, 2017
  3. ONTARIO PROVINCIAL COUNCIL OF CARPENTERS’ PENSION TRUST FUND, POLICE & FIRE RETIREMENT SYSTEM OF THE CITY OF DETROIT, AND NORFOLK COUNTY RETIREMENT SYSTEM, Derivatively on Behalf of WALMART INC. v. ROBSON WALTON, GREGORY B. PENNER, STEUART WALTON, TIMOTHY P. FLYNN,THOMAS W. HORTON, MARISSA A. MAYER, DOUG MCMILLON, STEVEN S. REINEMUND,PHYLLIS HARRIS, and JAY JORGENSEN, and WALMART INC., C.A. No. 2021-0827-JTL, Delaware Court of Chancery, April 26, 2023
  4. “Corporate Minutes: A guide for the Corporate Secretary,” Society for Corporate Governance, October 2022. (With permission from the Society of Corporate Governance)
  5. “Why Board Meeting Minutes Really Matter,” BoardPro, September 7, 2022
  6. “The Angel’s in the Details:  The Importance of Carefully Draft Board Minutes,” Sonia Nijjar, Jenness Parker, and Lauren Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, Fall 2022.
  7. “Revisiting the Board’s Oversight Role After In re: Boeing Co.,” Akin Gump Strauss Hauer & Feld, Harvard Blog, June 1, 2022
  8. “Section 220 Decisions Amplify Stockholders’ Rights to Inspect Books and Records,” Fried, Frank, Harris, Shriver & Jacobson LLP, October 3, 2022
  9. Minutes are Worth the Minutes Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk, Leo E. Strine, Jr.
  10. Bios of the Panelists