About the Course
Introduction
This CLE course will guide corporate secretaries, inside and outside counsel, 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.
Description
In recent years, the courts, regulators, shareholders, and other stakeholders have increased the scrutiny of corporate board governance and director conduct. Boards of directors and corporate secretaries are well advised to take steps to ensure that their board meeting procedures are carefully designed to safeguard the interests of the company.
Board meeting agendas and minutes serve as the official record of corporate activities, outlining the issues reviewed and memorializing the board's deliberations and decisions. Well-crafted minutes can help document the exercise of directors' fiduciary duties and have, in certain situations, proven instrumental in defeating shareholder challenges. Conversely, minutes that document inadequate decision-making processes can be used as a weapon by litigants, as illustrated by several prominent cases in recent years.
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 carefully drafting minutes that present a single cogent record of the corporation's decision-making process.
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.
Presented By
Mr. Mihanovic, head of the Firm’s Bay Area Transactions Group, primarily focuses his practice on corporate finance matters and mergers and acquisitions (M&A). He represents companies in a broad range of industries, with particular emphasis on the technology, life sciences and healthcare sectors. Mr. Mihanovic serves as lead counsel on behalf of issuers and underwriters in public offerings and private placements of equity and debt securities. He handles stock and asset acquisitions, divestitures, mergers, proxy fights and joint ventures and has had primary oversight responsibility for the regional and worldwide acquisition programs of multiple clients. Mr. Mihanovic represents early-stage companies in connection with formation and organizational issues and venture capital and has also represented investors in complex venture capital transactions involving equity and debt. 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. Mr. Mihanovic assists publicly traded companies with their U.S. Securities and Exchange Commission (SEC) filings and other securities compliance matters. He also advises investment banks on securities compliance issues and in acting as a financial adviser and delivering fairness opinions in the context of acquisitions and restructurings.
Mr. Najder is a partner in the Corporate Practice Group. He represents public and private companies regarding a variety of corporate and securities law matters. Mr. Najder concentrates his practice on corporate finance, mergers and acquisitions, venture capital transactions, joint ventures, and corporate governance. His securities law practice includes counseling public companies regarding their disclosure obligations, private placements for venture-stage companies, and public debt offerings and tenders. Mr. Najder has acted as lead securities counsel to companies in offerings that have raised $30 billion.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, June 18, 2024
- schedule
1:00 p.m. ET./10:00 a.m. PT
- The role of sound corporate governance practices in meeting director fiduciary duties
- 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
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?
- How have recent changes in the law increased the importance of well-crafted minutes?
- What are 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?
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