Protect Privilege with Proper Management of Corporate Books and Minutes

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