Business Law

Business Law News 2016, Issue 3

Minutes Deserve More Time

Scott M. Wornow and Khoa D. Do

Scott M. Wornow is the former chief legal officer of Atmel Corporation.

Khoa D. Do is a partner at Jones Day and served as M&A counsel to Atmel Corporation. The views and opinions presented in this article are personal to the authors and may not reflect those of Jones Day.

Boring. Mundane. An afterthought. A task often assigned to the uninitiated first year corporate associate. Minutes—board minutes, audit committee minutes, compensation committee minutes, special committee minutes, etc.—tend to be glossed over by practitioners and, in some cases, even by board members. They are often viewed as unimportant, a purely bureaucratic function, neither significant nor relevant to a company’s daily activities until those minutes happen to become important.

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