A California corporation is required to keep "minutes of the proceedings of its shareholders, board and committees of the board". Cal. Corp. Code § 1500. Minutes are required to be open to inspection upon the written demand...more
In recent years, we have witnessed a sharp increase in the number of lawsuits filed in Israel against officers and directors of companies and a broadening of the scope of their liability. As a result of their roles, directors...more
The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more
In Marchand v. Barnhill, a unanimous Delaware Supreme Court imposed substantial new procedural expectations on corporate directors to satisfy their fiduciary duty of oversight related to material risk areas and legal...more
Among the many elements of corporate housekeeping and compliance that demand the time and attention of directors and officers (and staff), minutes often seem like a burden. No one doubts that minutes matter. A...more
Many first-time entrepreneurs have never participated in a formal board meeting. After an initial round of financing, regular board meetings become a reality. Preparing for board meetings can be time consuming and daunting....more