Board Minutes

“Create the record you want, That can survive an attack by a conspiracy theorist.”

“The board minutes ideally should recognize that the board recognized the potential conflict. Even better if a lawyer provided a discussion of their fiduciary duties in connection with a potential conflict.”

“Well, the answer usually lies somewhere between haiku and Tolstoy.”

“The rule of thumb once you get into court is, if it's not in the minutes, you're going to have to work really hard to demonstrate that it actually happened.”