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