About two-thirds of Fortune 500 companies are incorporated in Delaware. Delaware’s corporation law says: “One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose.”
Lawyers treat the minutes as evidence. The law firm Skadden warns boards that “plaintiff stockholders will scrutinize minutes when evaluating and pursuing claims against directors and officers.” Steve Wagner, a partner at the law firm Porzio, Bromberg & Newman, told the magazine Habitat: “If it’s not in the minutes, it can be challenged.”