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.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Agenda
Overview
Function of Minutes
- Evidentiary Weight
- Production in Discovery and Books and Records Proceedings
- Application of the Attorney-Client Privilege
Format of Minutes
- Recent Developments Supporting Longer-Form Minutes
- Key Inputs
- General Drafting Guidelines
Approval of Minutes
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on October 26, 2022.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.1
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 65 Minutes.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WA CLE 1.0
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
- NALA 1.07
- This program is applicable for continuing legal assistant education credit. Please check with your accrediting board to see if this course will qualify towards your recertification requirements.
Program Length: 1.07 hour(s).
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
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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Credit
More Program Information
Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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