Article by Michael Melanson & Jenny Chu Steinberg*
There is a perennial debate as to whether minutes of meetings of boards and their committees should be detailed or tend toward the perfunctory. There is natural apprehension that detailed minutes might provide fodder for opposing counsel in a legal dispute or might prove to be embarrassing to the company if read by others.
SITUATION
Months or years later, board minutes may become the primary record of what was discussed and decided. Moreover, in a civil legal dispute, minutes are prima facie evidence of what transpired at a board meeting. Consider that in the Disney1 litigation, the court permitted the plaintiffs to have access to the board’s minutes for the purpose of redrafting the claim. When Disney tried to have the claim struck, the court held that there were sufficient questions raised in the minutes about the board’s process that the matter should be sent to trial.
