Novel Ideas for Successful Board Meetings: The Devil in the Details

​​Boards often pay too little attention to the mechanics of their internal operations. That inattention generates unnecessary legal exposure and contributes to suboptimal board performance. This session is a deep dive into boardroom “tick-tock” and offers concrete proposals for improved board performance, including antidotes to “death by PowerPoint” – droning management presentations that suppress board engagement and conversation. Board minutes are often an afterthought but, properly structured as “smart minutes,” they can be lifesavers in litigation. Boards also often benefit from a regular cadence of “critical matters” reviews to address Caremark litigation risk. These reviews can be supplemented by clear principles defining the need to call special meetings and to have consultations between management and the lead outside director. Boards would also often benefit from greater attention to basic communication protocols that preserve attorney-client privilege and avoid embarrassment over ill-thought or hasty messaging. Encrypted or ephemeral communications channels also raise special concerns that require board attention. Boards can further benefit by inviting presentations from stockholders, suppliers, customers, market analysts, and academic experts, provided that the presentations and ensuing dialogue are properly structured to avoid regulatory landmines. In addition, appropriate controls over note taking and document retention can reduce litigation risk while complying with fiduciary obligations. This session will address these and other board management techniques and emphasize novel approaches to decades-old challenges.