Minutes are often considered the "obituaries" in the corporate paper collection; a summary of events long-past, to be quickly perused by those who lived through the events, destined for the shredder. Directors, officers and even counsel rarely spend much time drafting, reviewing or commenting upon minutes. Yet numerous cases in the last several years have emphasized that board minutes may be the most important evidence about what occurred during a board meeting. Some court opinions have even held that minutes should be viewed as more reliable evidence than a director’s testimony about what occurred in the same meeting, because the minutes were drafted contemporaneously with the events, while the testimony is taken much later and is subject to "litigation bias." Yet drafting good minutes is more art than science; minutes are not a diary of everything said or thought, but rather a reasonable summary of key topics, subjects discussed and decisions made, where what is not included can be as significant as what is included.

This seminar will address these and other issues, highlighting recent legal developments and focusing on practical steps that in-house counsel, officers, directors and others can take when drafting minutes to create a record to draft minutes that can help inform directors and courts years after a meeting about the critical events that occurred at the meeting.

Among the topics to be discussed:

• What are the key issues to cover in meetings?
• How do you draft minutes so that they can be produced without waiving privilege?
• How are minutes likely to be used in litigation?
• What do courts look for when reviewing minutes?
• What materials can you keep, which should you trash?