Board and Board Committee Minutes

— August 2008
The goal of having well-drafted minutes of board and board committee meetings is not
new – but the notion of what constitutes “well-drafted” may have changed. Traditionally, many boards and board committees have subscribed to the view that minutes should be “bare-boned,” with the idea being that the less said, the better, from a director liability standpoint. Recent cases have suggested, however, that more detail may actually provide better protection to the board and/or committee. Indeed, in a 2004 decision from the U.S. District Court in Delaware, the court cited from a portion of the plaintiff’s complaint which focused on what was not in the minutes–namely, any record of the board having discussed a
critical matter. The following are suggestions with regard to the preparation of board and board committee minutes…