Managing Corporate Books and Minutes to Protect Privilege: Applying the Garner Test
Implications of Employees' Retirement System of Rhode Island v. Facebook
A live 90-minute CLE video webinar with interactive Q&A
This CLE course will advise corporate secretaries, in-house counsel, directors, and other governance professionals in implementing best practices for maintaining corporate books and records to protect privilege in anticipation of shareholder and other litigation. The panel will discuss the recent decision in Delaware on applying the Garner test to corporate records in shareholder litigation. The webinar will offer best practices and critical considerations for boards and their corporate secretaries when developing the agenda for board and committee meetings, compiling and distributing meeting materials, drafting and maintaining meeting minutes to retain privilege, and responding to shareholder requests for potentially privileged materials.
Outline
- General corporate board meeting minutes, agendas, and other written records practice
- Employees' Retirement Sys. of Rhode Island v. Facebook Inc.
- Garner test
- Best practices
Benefits
The panel will address these and other relevant topics:
- How can detailed recordkeeping benefit corporate boards of directors? What potential harms arise from detailed records?
- What are the implications of the decision in Employees' Retirement System of Rhode Island v. Facebook, Inc.?
- What factors in the Garner test should corporate counsel consider in corporate records maintenance?
- What are the essential document retention strategies to mitigate privilege liability?
Faculty
Tyler J. Leavengood
Partner
Potter Anderson & Corroon
Mr. Leavengood is a partner in the firm's Corporate Group. His practice focuses primarily on corporate and... | Read More
Mr. Leavengood is a partner in the firm's Corporate Group. His practice focuses primarily on corporate and commercial litigation in the Delaware Court of Chancery, which includes experience in litigating stockholder class and derivative actions, as well as actions for appraisal, indemnification, and inspection of books and records. Mr. Leavengood also has experience in counseling boards of directors and special board committees of Delaware corporations with respect to issues of fiduciary duty and internal corporate governance.
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Rebecca E. Salko
Partner
Potter Anderson & Corroon
Ms. Salko focuses her practice primarily on counseling Delaware corporations on corporate law and governance issues.... | Read More
Ms. Salko focuses her practice primarily on counseling Delaware corporations on corporate law and governance issues. She routinely counsels corporations and directors regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. Ms. Salko also authors opinion letters on a wide range of Delaware corporate law matters. In addition, she has substantial experience advising board committees in connection with various conflict transactions, including M&A transactions.
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