April 11, 2024

Board Minutes: Delaware’s Former Chief Justice Offers Some Advice

Former Delaware Chancellor & Chief Justice Leo Strine has authored a forthcoming law review article addressing the importance of good board minutes and offering up some advice on good minuting and documentation practices. Here’s the abstract:

In this article, which was originally the basis for the 21st Annual Albert A. DeStefano Lecture on Corporate, Securities & Financial Law on February 27, 2024, at Fordham University School of Law, the importance of good corporate minuting and board documentation practices is addressed. Using lessons from Delaware cases where the quality of these practices has determined the outcome of motions and cases, the article identifies effective and efficient practices to better address this decidedly not sexy, but unquestionably essential, corporate governance task. The recent Delaware cases underscore the importance of quality and timely documentation of board decision-making, the material benefits of doing things right, and the considerable downside of sloppy, tardy practices.

The article’s less than 40 pages long (double spaced) and is written in Strine’s always engaging conversational style. In short, if you’re involved in preparing or reviewing board minutes, it’s definitely worth your time.

John Jenkins