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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, May 13, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will guide corporate secretaries and other governance professionals in implementing best practices for board of director meetings to guard against breach of fiduciary claims and other legal challenges to director actions. The panel will discuss critical considerations for boards and their corporate secretaries when developing the agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.

Faculty

Paul Marcela
President
Governance Partners Group, LLC

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate governance services to Boards of Directors and Corporate Secretaries of companies and not-for-profit corporations that have a need to practice good corporate governance but may not have sufficient internal resources to do so in an appropriately robust manner.  He previously served as Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies and as Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company and currently a wholly-owned subsidiary of DowDuPont, Inc. 

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Mark J. Mihanovic
Partner
McDermott Will & Emery, LLP

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions involving companies in a broad range of industries. He has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of "poison pill" stockholders rights plans) and corporate governance issues. He advises publicly-traded companies and investment banks and other financial advisers with respect to a wide variety of securities law compliance matters.

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Description

The SEC and shareholders have increased the scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries must take steps to ensure that their board meeting procedures are in order. Corporate recordkeeping creates legal vulnerabilities for corporate boards and requires particular attention from corporate secretaries and other corporate governance professionals.

Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues for discussion and memorializing the board's deliberations and decisions. Clear agenda and minutes demonstrate board compliance with fiduciary obligations. Sloppy recordkeeping is evidence against the corporation in regulatory proceedings or shareholder litigation.

There are several best practices for corporate boards and corporate governance professionals to bolster boardroom practices for heightened scrutiny and minimize director liability. These practices include developing concise and prioritized agendas, distributing materials to directors in advance of meetings, and consciously drafting minutes that reflect the business judgment rule.

Listen as our authoritative panel discusses recordkeeping best practices for corporate boards of directors and their corporate governance professionals, including strategic agenda preparation, minute-taking, and document retention.

Outline

  1. The role of sound corporate governance practices in meeting director fiduciary duties
  2. Best practices for corporate board of director meetings
    • The corporate secretary's duties
    • Meeting agendas, including consent agendas
    • Minute taking
    • Post-meeting considerations, including document retention

Benefits

The panel will review these and other critical issues:

  • How can detailed recordkeeping benefit corporate boards of directors? How can ineffective recordkeeping harm corporate boards?
  • What are some best practices for developing the board meeting agenda? When is a consent agenda appropriate?
  • What are best practices for drafting minutes of a board of director meeting?
  • What are the essential document retention strategies to mitigate liability in corporate governance?