Some chief legal officers may now balk at participating in the minute-taking process for future board and committee meetings—at least those involving major transactions and other “bet the company” decisions.

The reason being a recent opinion in which the Delaware Court of Chancery denied a motion to dismiss a breach of fiduciary duty claim against the CLO of a global biopharmaceutical company for allegedly “embellishing” board meeting minutes relating to the company’s pending sale. The claim against the CLO arose in the context of a broader set of breach of fiduciary duty allegations that the officers and directors engaged in multiple acts of sale-based disloyalty that compromised the validity of the board review process. Of particular concern was the board’s alleged willingness to support a series of measures taken by management and advisers to reduce the company’s long term financial projections in order to justify the agreed upon sales price.

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