The Ins and Outs in Handling Difficult Board Meetings - Practical Tips for Legal Advisors

February 17, 2000

Introduction

Scope of Outline. This outline focuses on problems that corporate lawyers often encounter in board of directors meetings when difficult legal and business issues and difficult board members have to be dealt with in an effective manner. Corporate management usually leans heavily on legal counsel in finding prudent ways to handle problems that can arise inside  the board room. The ins and outs of advising clients on these kinds of matters requires carefully thought-out business and legal advice. Unfortunately, difficult decisions for a board can arise so quickly that there is little opportunity for any advance preparation.  For these reasons, corporate lawyers are well advised to have a set of guiding principles that they can follow regardless of the circumstances.  Without doubt, shepherding management and directors through difficult problems is never an easy task for legal counsel. The purpose of this outline is to give practical suggestions to legal advisors for addressing problems in the boardroom.

Texas and Delaware Law. Where appropriate, this outline points to Texas and Delaware statutes that are particularly relevant to the issues discussed below. With respect to pertinent case authority, it should come as no surprise that most cites in this outline are to Delaware cases due to the sparsity of Texas cases dealing with corporate law issues.


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