Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk

40 Pages Posted: 10 Apr 2024 Last revised: 19 Apr 2024

See all articles by Leo E. Strine, Jr.

Leo E. Strine, Jr.

Wachtell, Lipton, Rosen & Katz; University of Pennsylvania Carey Law School; Harvard Law School Forum on Corporate Governance

Date Written: February 29, 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

JEL Classification: G32, G34, K20, K22, K41, M12

Suggested Citation

Strine, Jr., Leo E., Minutes Are Worth the Minutes: Good Documentation Practices Improve Board Deliberations and Reduce Regulatory and Litigation Risk (February 29, 2024). Fordham Journal of Corporate and Financial Law, Forthcoming, U of Penn, Inst for Law & Econ Research Paper No. 24-06, Available at SSRN: https://ssrn.com/abstract=4748876

Leo E. Strine, Jr. (Contact Author)

Wachtell, Lipton, Rosen & Katz ( email )

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New York, NY 10019
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212-403-1178 (Phone)

University of Pennsylvania Carey Law School ( email )

Philadelphia, PA
United States

Harvard Law School Forum on Corporate Governance ( email )

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Cambridge, MA 02138
United States

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