This is a useful reminder on the value of recitals. We are also advising lawyers and clients to draft board meetings reflecting real life, and say why xyz is being done; because in a few year’s time they will be calling me and asking me if I remember why. We can see “what”, but “why”. Also, if there is a risk or negative, meet it head on, put the debate and the conclusion and in cases of possible lack of corporate benefit, ALWAYS cover it with a shareholder resolution.

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