The Importance of Good Corporate Minutes

• Posted by Geoffrey G. Gussis on May 2nd, 2005


• Filed in Corporate/M&A, Risk Management & Compliance

The wonderful folks at PLI have made another informative article available.  Corporate
Minutes in Practice by Diane Holt Frankle (DLA Piper Rudnick Gray
Cary) reviews two recent Delaware cases that illustrate the importance of maintaining good corporate minutes.  Ms. Frankle cites some reasons why corporate minutes are being increasingly scrutinized:

"Auditors are often reluctant to proceed with their quarterly
review without seeing final, near-final drafts, of minutes of all
Board and Committee meetings.

Disclosure controls and good corporate governance practices
encourage the quick preparation of minutes.

Boards and committees are monitoring progress on a wide
variety of initiatives and have focused on good corporate
housekeeping as indicia of effective board and committee processes.

The new Form 8-K reporting requirements mandate reporting
within four business days of events for which disclosure is required;
board action sometimes is the key triggering event for disclosure and
a quick review of board actions by the disclosure team of a public
company may allow timely determination that an event requiring
disclosure has accrued."

Read the full article for additional enlightenment.