02:59 am
June 28, 2017

Goldilocks Minutes

Taking a measured approach to corporate minutes can minimize potential legal hazards and maximize regulatory compliance

By Kevin Gale

Lamm_RobertConsider minutes as the instant replay of the corporate boardroom. Let’s say two companies merged and somebody files a suit about why directors should have rejected it. Attorney Bob Lamm has seen litigants argue that more time was needed to discuss the merits of the deal. He suggests that’s a good reason not to put in the starting and ending time of when directors began going over the terms of the deal.

Lamm, who is co-chair of the securities and corporate governance practice at Gunster, gave a presentation on writing minutes at a meeting of the Society of Corporate Secretaries and Governance Professionals that was hosted at his firm’s Fort Lauderdale office. Lamm has extensive experience in minutes after being secretary or assistant secretary at Pfizer, W. R. Grace & Co., CA Inc. and FGIC Corporation/Financial Guaranty Insurance Company.

Joining Lamm in the presentation was Cory Shade, executive vice president, general counsel and secretary at Perry Ellis (NASDAQ: PERY), which is based in Miami and one of the nation’s largest apparel companies.

Lamm says there are three basic ways to do minutes:

Short form: There’s less risk of misinterpretation in litigation and they are quicker to draft and read. A disadvantage is short minutes might not explain the basis for board actions.

Long form: There could be extraneous information and misinterpretation of what’s happened. The advantage is there’s a more detailed record of directors’ care and diligence.

Minutes by Goldilocks: Lamm’s favorite approach is to find a happy medium – not provide too much detail, but not too little either.

For example, Lamm may go into more detail when there is an important vote, such as settlement of litigation or an acquisition. On the other hand, he may write that the board discussed acquisitions, including potential risks and benefits, without giving away the competitive intelligence of exactly what those risk and benefits were.

“Taking minutes is an art, not a science,” Lamm says. However, he notes that they are important as the official record of board actions, showing compliance with legal requirements and demonstrating that directors exhibited a duty of care and loyalty to the interests of shareholders.

The SEC has taken the position that the people taking minutes are the gatekeepers of corporate propriety, Lamm says. If a board takes action, that definitely has to be in the minutes. His Goldilocks approach typically outlines general discussion without diving into details. Shade says she doesn’t detail directors’ conversations unless there was an action taken.

Sometimes boards will convene in executive sessions, which means non-directors are asked to leave the room. If he didn’t attend an executive session, Lamm says he would ask a responsible director: “What happened? Was anything discussed that I need to know about in general or specifically for the minutes?” Occasionally, he might ask the director to sign those parts of the minutes.

Style: "Neutral"

Style: “Neutral”

Shade makes sure to say whether meetings were via telephone or in person. She also documents what the agenda was and discusses the presenters. If there are resolutions to be considered at a meeting, she likes to have it included in the meeting packet for directors. “Directors don’t like it when they don’t know what’s being thrown at them,” she says.

Lamm says having the resolutions prepared in advance makes it easier for board members to offer suggestions on wording. He notes who has entered and left board meetings and what their relationship is to the board; for example, investment bankers coming in and giving opinions on an acquisition.

Shade and Lamm both advise to never sign a draft of minutes or send them to auditors. “Until the board signs off, something could change,” Shade says. She also has senior management review the minutes before they are presented to the board to make sure any jargon is interpreted correctly. If necessary, Shade may run portions past outside advisors, such as auditors, bankers, attorneys or compensation advisors.

Don’t muddy the waters by keeping drafts of minutes or notes, Shade says. When it comes to minutes, there should be only one truth.

And lastly, don’t try to be a comic when it comes to writing minutes, Shade says. “You have to be bland and as boring as you can. If nobody has smiled, you have done your job.” 


Use plain, simple English.

Make sure it’s a neutral record.

Be accurate and clear.

Define acronyms and code names.

Be consistent from meeting to meeting.

Use careful, clear and consistent wording.


Try to be entertaining.

Use excessive legalese.

Use company or industry jargon.

Use unnecessary adjectives or qualifiers.

Offer color commentary or value judgments.


  • Howdy, i read your blog occasionally and i
    own a similar one and i was just wondering if you get a
    lot of spam responses? If so how do you prevent it, any plugin or
    anything you can recommend? I get so much lately it’s driving me mad so
    any support is very much appreciated.

  • Its like you read my mind! You seem to know a lot about this, like you wrote the book in it or
    something. I think that you can do with a few pics to drive the message home a little
    bit, but instead of that, this is wonderful
    blog. A great read. I will certainly be back.

  • I have learn a few good stuff here. Definitely value bookmarking for revisiting.
    I surprise how much effort you place to make the sort of wonderful informative website.

  • It’s really a great and helpful piece of info. I’m glad that you shared this useful info with us.
    Please stay us up to date like this. Thanks for sharing.

  • Excellent beat ! I wish to apprentice while you amend your website,
    how could i subscribe for a blog website? The account
    aided me a applicable deal. I have been a little bit familiar of this
    your broadcast offered bright transparent concept

  • With havin so much content and articles do you ever run into any problems of plagorism or copyright
    infringement? My blog has a lot of unique content I’ve either authored myself or outsourced but it seems a lot of it is popping it up all over the internet without my
    agreement. Do you know any techniques to help reduce content from being stolen? I’d really
    appreciate it.

  • Hi, Neat post. There’s an issue along with your web site in internet explorer, might check this?
    IE nonetheless is the market leader and a large component of other people will
    miss your magnificent writing due to this problem.

  • Wonderful site. Plenty of helpful info here.
    I am sending it to several friends ans additionally sharing in delicious.

    And naturally, thank you in your effort!

  • Hey there I am so thrilled I found your site,
    I really found you by mistake, while I was browsing on Bing for something else,
    Anyways I am here now and would just like to say thank you for a
    marvelous post and a all round thrilling blog (I also love the theme/design),
    I don’t have time to read through it all at the moment but I have book-marked it and also added
    your RSS feeds, so when I have time I will be back
    to read a great deal more, Please do keep up the superb work.

  • An interesting discussion is worth comment. I do believe that you should write more on this subject matter, it may not be a taboo subject but usually people don’t discuss such issues.
    To the next! Many thanks!!

  • Hi would you mind letting me know which hosting company you’re utilizing?
    I’ve loaded your blog in 3 different browsers and I must say
    this blog loads a lot faster then most. Can you suggest a good hosting provider at a
    honest price? Kudos, I appreciate it!

  • Usually I don’t learn post on blogs, however I would like to say that this write-up
    very forced me to check out and do it! Your writing
    style has been amazed me. Thanks, very great post.

  • Great goods from you, man. I have understand your stuff previous to and you
    are just too magnificent. I really like what you’ve acquired here, really like what you are saying and the way
    in which you say it. You make it entertaining and you still take care of to keep
    it wise. I can not wait to read far more from you. This is really a tremendous website.

  • Excellent blog you have got here.. It’s difficult to find good quality writing like yours these
    days. I seriously appreciate people like you!
    Take care!!

  • Somebody essentially help to make severely articles
    I might state. That is the very first time I frequented your website page and thus far?
    I surprised with the research you made to create this actual post amazing.
    Great activity!

  • We stumbled over here by a different web address and thought
    I might check things out. I like what I see so now i am following you.
    Look forward to looking over your web page yet again.

  • Just desire to say your article is as astounding.
    The clearness on your publish is just nice and i could
    assume you are an expert on this subject. Well along
    with your permission allow me to seize your RSS feed to keep up to date with approaching post.
    Thank you one million and please keep up the enjoyable work.

  • Hi there I am so happy I found your weblog, I really found you by mistake, while I
    was researching on Bing for something else, Regardless I
    am here now and would just like to say thank you for a marvelous
    post and a all round exciting blog (I also love the theme/design),
    I don’t have time to read it all at the moment but I
    have book-marked it and also added in your RSS feeds,
    so when I have time I will be back to read much more, Please do keep up the excellent b.

  • Terrific article! This is the kind of info that are
    meant to be shared around the net. Disgrace on Google for no longer positioning this submit
    higher! Come on over and discuss with my site .
    Thanks =)

  • After looking into a few of the blog posts on your web page, I seriously appreciate
    your technique of blogging. I bookmarked
    it to my bookmark site list and will be checking back soon. Take a look at my website as well and let me know what you

  • Have you ever considered publishing an ebook or guest authoring on other websites?

    I have a blog based on the same topics you discuss and would really like to have you share some stories/information. I know my readers would appreciate your work.

    If you’re even remotely interested, feel free to shoot me an email.

  • Hello I am so delighted I found your blog page, I really found you by mistake,
    while I was looking on Yahoo for something else,
    Anyways I am here now and would just like to say thank you for a remarkable post and a all
    round interesting blog (I also love the theme/design), I don’t have time to go through it
    all at the moment but I have bookmarked it and also added in your RSS feeds,
    so when I have time I will be back to read a great deal more, Please
    do keep up the excellent work.

  • Thanks for the marvelous posting! I truly enjoyed reading it,
    you can be a great author.I will ensure that I bookmark your blog and may come back from now on. I want to encourage you to continue
    your great job, have a nice evening!

  • I do agree with all of the ideas you’ve introduced on your post.
    They are really convincing and will definitely work. Still,
    the posts are very brief for beginners. May you please prolong them a bit from subsequent time?
    Thanks for the post.

  • Today, I went to the beach with my children. I found a sea shell and gave it
    to my 4 year old daughter and said “You can hear the ocean if you put this to your ear.”
    She put the shell to her ear and screamed. There was a hermit crab
    inside and it pinched her ear. She never wants to go back!
    LoL I know this is completely off topic but I had to tell someone!

  • Hi, i think that i saw you visited my weblog so i came to return the want?.I’m
    attempting to in finding issues to enhance my web site!I
    suppose its good enough to make use of a few of your ideas!!

  • Hi there would you mind stating which blog platform
    you’re working with? I’m planning to start my own blog in the near future but I’m having a hard time making a decision between BlogEngine/Wordpress/B2evolution and Drupal.
    The reason I ask is because your layout seems different then most blogs and I’m looking for something completely unique.
    P.S Sorry for being off-topic but I had to ask!

  • I have been browsing online more than three hours today, yet I
    never found any interesting article like yours.
    It’s pretty worth enough for me. Personally, if all webmasters
    and bloggers made good content as you did, the internet will be much
    more useful than ever before.

  • Hi there, just became aware of your blog through Google,
    and found that it is truly informative. I am going to watch out for brussels.
    I’ll be grateful if you continue this in future. A lot
    of people will be benefited from your writing.

  • Pretty section of content. I just stumbled upon your
    web site and in accession capital to assert that I get actually enjoyed account your blog posts.
    Any way I’ll be subscribing to your augment and even I achievement you access consistently fast.

  • I’ve read some just right stuff here. Definitely worth bookmarking for revisiting.
    I surprise how so much effort you put to create the sort
    of wonderful informative web site.

  • I’m truly enjoying the design and layout of your website.

    It’s a very easy on the eyes which makes it
    much more pleasant for me to come here and visit more often. Did
    you hire out a developer to create your theme?
    Exceptional work!

  • Someone essentially help to make seriously posts I’d state.

    That is the very first time I frequented your web page and to this
    point? I surprised with the research you made to make this particular publish extraordinary.
    Fantastic activity!

  • Pingback: Google

  • A fascinating discussion is worth comment. There’s
    no doubt that that you should publish more on this
    subject, it may not be a taboo matter but generally people
    do not discuss these subjects. To the next! All the best!!

  • Hello I am so glad I found your blog, I really found you by accident, while I was searching on Digg for something else, Nonetheless I am here now and would just
    like to say cheers for a tremendous post and a all round
    entertaining blog (I also love the theme/design), I don’t have time to read through it all at the moment but
    I have saved it and also added your RSS feeds, so when I have time I will
    be back to read much more, Please do keep up the fantastic b.

  • Oh my goodness! Impressive article dude! Many thanks, However I am experiencing troubles with your RSS.
    I don’t know the reason why I am unable to subscribe to
    it. Is there anybody else having identical RSS issues? Anybody who
    knows the solution can you kindly respond? Thanks!!

  • Hello are using WordPress for your blog platform?
    I’m new to the blog world but I’m trying to get started and create my
    own. Do you need any coding expertise to make your own blog?
    Any help would be greatly appreciated!

  • I think that is among the most important info for me.
    And i am happy reading your article. But want
    to remark on some normal issues, The website taste is wonderful, the articles is in point of fact nice : D.
    Just right process, cheers

  • Howdy! This is my first visit to your blog!
    We are a collection of volunteers and starting a new project in a community
    in the same niche. Your blog provided us useful information to work on. You have done a extraordinary job!

  • Hi just wanted to give you a quick heads up and let you know a few of
    the pictures aren’t loading correctly. I’m not sure why but I think its a linking issue.
    I’ve tried it in two different web browsers and
    both show the same outcome.

  • Hello there, I discovered your web site by means of Google at the same
    time as searching for a comparable subject, your site came up, it looks great.
    I have bookmarked it in my google bookmarks.

    Hi there, just was alert to your blog through Google, and located that it’s really
    informative. I am gonna watch out for brussels.

    I will appreciate in the event you continue this in future.
    Many folks can be benefited out of your writing. Cheers!

  • Hmm is anyone else encountering problems with the images on this blog loading?
    I’m trying to determine if its a problem on my end
    or if it’s the blog. Any feed-back would be greatly appreciated.

  • I’m not sure why but this blog is loading very slow for me.
    Is anyone else having this issue or is it a problem on my end?
    I’ll check back later and see if the problem still exists.

  • You could certainly see your enthusiasm within the article you write.
    The sector hopes for even more passionate writers like you who aren’t afraid to say how they believe.
    At all times follow your heart.

  • I’m not sure where you’re getting your information, but great topic.
    I needs to spend some time learning more or understanding more.

    Thanks for wonderful info I was looking for this information for my mission.

  • Hmm it appears like your website ate my first comment (it was super long) so I
    guess I’ll just sum it up what I submitted and say, I’m thoroughly enjoying your blog.
    I too am an aspiring blog blogger but I’m still new to everything.
    Do you have any suggestions for inexperienced
    blog writers? I’d definitely appreciate it.

  • What’s Happening i’m new to this, I stumbled upon this I’ve discovered It positively useful and it has helped me out loads.
    I’m hoping to give a contribution & aid other users like its helped me.
    Great job.


Leave a Reply

Your email address will not be published. Required fields are marked *