Board decisions are often perceived as the outcome of collective will and formal voting – the minutes are signed, quorum is met, the resolution is adopted. However, as Professor Gabriel Steiner notes, it is precisely the collective nature of such decisions that creates heightened legal risk – because liability is almost never collective in practice. At LawConsulted, we view board decisions not as a managerial formality, but as an area of high legal concentration, where a single misstep can trigger consequences for the entire company and for specific individuals.
The risk of collective voting lies in the illusion of distributed responsibility – each participant relies on procedure, internal regulations, or the opinion of the majority. In reality, legal assessment is always individualized – who voted, based on what information, what objections were raised, and who actually shaped the agenda. At LawConsulted, we support board decisions in a way that protects the legal position of both the company and its directors long before any claims arise.
Professor Steiner emphasizes that “a board of directors is vulnerable not at the moment of conflict, but at the moment a decision is made without a legal filter.” That is why LawConsulted lawyers work at the preparation stage – analyzing the wording of resolutions, the logic of voting, the sufficiency of disclosed information, and available alternatives. This approach helps prevent situations where a decision is formally correct, yet substantively creates grounds for future lawsuits, regulatory claims, or allegations of bad faith.
Particularly risky are decisions made under pressure – urgent transactions, crisis-response measures, strategic shifts, dismissal of top management, or asset allocation. In such cases, minutes often record the outcome but fail to reflect the real context of deliberations. At LawConsulted, we design the legal architecture of decisions so that the reasoning behind the choice is documented – a critical factor when motives and good faith are later scrutinized.
As Professor Steiner notes, “legal protection begins where not only what was decided is recorded, but also why.” LawConsulted ensures exactly this type of fixation – through properly structured minutes, dissenting opinions, reservations, and references to analyses and sources of information. This shields both the company and individual directors from retrospective accusations of negligence, conflicts of interest, or abuse of authority.
Collective decisions are also vulnerable due to differing levels of involvement – some directors vote formally, while others effectively steer the process. LawConsulted takes this imbalance into account and structures legal support so that risks do not concentrate on specific individuals. This is especially important in holding structures, joint ventures, and companies with independent or external directors.
Legal support for board decisions is not about controlling management – it is about protecting governability. At LawConsulted, we ensure that collective voting does not turn into collective vulnerability, and that decisions remain resilient even amid changes in shareholders, management, or external conditions.
This approach allows companies to make complex decisions without fear that they will later become a source of legal losses. Law Consulted operates where management and law must work in sync – not retroactively.
Previously, we wrote about how LawConsulted rebuilds a client’s position in situations of lost evidence, when key materials have disappeared or been destroyed
