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Protect Privilege with Proper Management of Corporate Books and Minutes


Learn best practices for drafting minutes and guidelines regarding the approval of minutes.

This course reviews the modern best practices and guidelines for taking corporate minutes with a view towards, among other things, preserving the protection of the attorney-client privilege. The course will review several recent developments in Delaware corporate law, including those relating to books and records production under Section 220 of the DGCL, the Corwin doctrine, so-called 'Caremark' claims challenging directors' satisfaction of the duty of oversight, and the Garner exception to the attorney-client privilege, and how these developments may support the use of longer-form in certain circumstances. In addition, the material will include a review of other general guidelines for drafting minutes and guidance from the Delaware courts regarding the approval of minutes.



Robert Greco

Robert Greco

Richards, Layton & Finger

  • Co-author of the article ‘Drafting Minutes and Preparing Disclosures in the Post-Corwin Era’, which has been recently cited by the Delaware Court of Chancery in explaining the manner in which board minutes should ‘[o]ptimally’ be drafted
  • Counsel to the special committees and conflict committees of numerous public and private Delaware corporations in connection with various M&A and strategic transactions
  • Frequent advisor on the preparation of the background of the transaction and other proxy statement disclosures largely derived from corporate minutes in connection with M&A and strategic transaction as well as on the defense of claims in the Delaware courts challenging the adequacy of such disclosures
  • Delaware counsel to innumerable public and private Delaware corporation in connection with various other corporate governance matters, including initial public offerings, the ratification and validation of defective corporate acts under Sections 204 and 205 of the DGCL, equity and debt financings, internal restructurings, dissolutions, dividends and stock repurchases
  • Frequent author on recent developments in Delaware corporate law, with articles published in Insights, The Review of Securities & Commodities Regulation, Business Law Today, Directors & Boards and other legal publications, and the co-author of Chapter 7 of the prominent Delaware corporate law treatise The Delaware Law of Corporations and Business Organizations

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