Corporate & Securities Law

A Reminder About Drafting Corporate Resolutions

By Ken Adams

It’s not often that the topic of drafting corporate resolutions comes up in my day-to-day activities. That’s why I was pleased to receive from one of the participants in my recent Chicago seminar an email that included the following:

During lunch I mentioned to you that I had already put into practice the recommendations published in the first edition of your book regarding corporate resolutions. Your suggestions for common-sense language were very helpful, as were the examples of “before” and “after” versions of written consents. So much of the language in resolutions is archaic and I will do my part to delete it and avoid it wherever possible.

The passage she’s referring to now constitutes chapter 19 of the second edition of MSCD. The following extract will give you the flavor:

Because current usages are so deficient, this chapter recommends significant changes to how written consents are drafted. That the recommended format wouldn’t affect meaning should, instead of being an impediment to change, make it easier for lawyers to adopt that format, safe in the knowledge that the resulting improvements in style and readability wouldn’t come at the client’s expense.

And I’ve written a couple of blog items relating to corporate resolutions. This January 2007 post discusses be and hereby is, which I dubbed “the lamest drafting usage.” And this March 2007 post discusses an issue relating to dating Delaware consents.

Full post as published by AdamsDrafting on May 21, 2010 (boomark / email).