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The Increasing Importance of Corporate Minutes
As corporate scandals continue to dominate the financial press, the actions taken by members of corporate boards of directors are under attack by the civil class action bar, the Securities and Exchange Commission, federal prosecutors, and state regulators. As the activities of board members are increasingly subjected to challenge in civil and even criminal proceedings, the existence of a clear record of the board's activities has become an increasingly critical element in establishing a corporation's decision-making process. More and more, courts are taking hard looks at the minutes of board of director and committee meetings to determine whether the actions taken by directors are consistent with corporate law and the fiduciary duties owed by directors to the corporation. Thus, boards of directors should take a fresh look at how their decision-making process is described in corporate minutes to ensure that the minutes will permit the directors to defend the actions taken in the boardroom, as well as to demonstrate that the directors have performed their oversight duties with appropriate care.
This article summarizes the recent case law and investigations focusing on the contents of board and committee minutes to evaluate the conduct of board members. These cases fall into two broad areas: i) compensation decisions; and ii) the defense of federal securities law claims. Examples of cases within both of these areas are discussed in this article. We will then summarize the lessons learned from these cases in an effort to provide guidance to board members, legal advisors and corporate secretaries on the preparation of minutes.
Compensation and Employment Decisions
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Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
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The Article 8 Opt In
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Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?