Facilitator Guide

Corporate Approvals

Facilitator Guide

Corporate Approvals

Topic: Corporate Governance
Duration: 1 hr
Format: Remote or in person

What’s covered

What corporate approvals are
Authorizations and ratifications
Board voting thresholds
Shareholder voting thresholds

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/trainings/corporate-approvals/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

Course

Bylaws

The role of bylaws in a corporation, including common components, how they can be amended, and important differences between public and private company bylaws.
Course

Corporate Approvals

How a company authorizes its actions, including how to determine when board and stockholder approval is needed, how approvals can be obtained, the difference between resolutions, consents, and minutes, and how to determine the voting threshold needed for an approval.
Exercise
PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

What’s the purpose of a corporate approval?
When are board and stockholder approvals needed?
What’s the process of getting a corporate approval?
How can you determine whose vote is needed for board or stockholder approval?
What’s the different between an authorization and a ratification?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
General practice tips (dos and don’ts)
Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Corporate Governance topic.

About Hotshot

Hotshot helps lawyers develop their legal, business, and technology skills through short videos, quizzes, and summaries, and we help law firms and law schools plan and deliver engaging training programs. Our customers include Am Law 200 firms, top law schools, and regional and international firms.