Board Minutes in Sixty Minutes: Recommended Practices and Insights (10/24/2024)

This event explored 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 discussed 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 were discussed.  Plaintiffs’ and defense counsel on the panel provided their insights, including their perspective on board minutes, and the impact of litigation and the use of book and records requests. The participants were:

• 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