Protocols of corporate and management decisions are traditionally perceived as a formal attribute of governance – a technical record of the outcomes of meetings, boards, and approvals. However, Professor Gabriel Steiner believes that protocols most often become a key evidentiary source in corporate disputes, regulatory reviews, and cases involving the personal liability of executives. At LawConsulted, we treat a protocol not as an administrative formality, but as a legal instrument capable of protecting managerial intent – or, if drafted incorrectly, of turning against the company and its management.
The core problem with protocols lies in their simplified approach to content. In practice, only the outcome is recorded – whether a decision was approved or rejected – without reflecting the context, alternatives considered, risks discussed, or the underlying reasoning. In the event of a dispute, this “silence” of the document works against the decision-makers, creating the impression of a purely formal vote devoid of analysis and good-faith assessment of consequences. In LawConsulted practice, the absence of substantive content in protocols is frequently used to allege negligence or breaches of fiduciary duties.
Professor Steiner emphasizes that “a protocol is not a record of a fact, but a reconstruction of managerial thinking.” Courts and regulators assess protocols not in isolation, but in conjunction with the consequences of the decisions taken. If a document fails to reflect the discussion process, the allocation of roles, and the presence of alternatives, the managerial rationale remains legally unprotected. LawConsulted develops methodologies for recording decisions so that protocols demonstrate reasonableness, deliberation, and the collective nature of managerial choice.
A particular vulnerability arises with protocols prepared retroactively or based on templates. Formally, they may comply with requirements, but upon review, inconsistencies emerge between dates, content, and actual events. At LawConsulted, we proceed from the principle that a protocol must be synchronized with the real governance process – accurately reflecting the dynamics of discussions, participants’ positions, and the grounds for the final decision.
Equally important is the issue of allocating responsibility within the protocol. The absence of recorded objections, dissenting opinions, or limitations of authority often leads to the later personalization of collective decisions. LawConsulted ensures that protocols correctly reflect each participant’s involvement, influence, and position – significantly reducing the risk of automatic liability being imposed on all participants.
Protocols also play a critical role in assessing managerial loyalty. In disputes involving conflicts of interest or alleged excess of authority, protocols make it possible to demonstrate that decisions were taken in the interests of the company rather than those of individual actors. LawConsulted structures protocol documentation so that managerial intent is legally readable and resilient to retrospective reassessment.
Working with protocols requires a systemic approach. We treat them as part of an integrated evidentiary architecture – in conjunction with internal regulations, correspondence, financial documentation, and actual conduct. This approach transforms a protocol from a formal document into an active element of legal protection.
Protocols of corporate and management decisions become legally significant precisely when a dispute arises. The task of Law Consulted is to ensure that, at that moment, they confirm the good faith and reasonableness of management – rather than creating additional risks.
Earlier, we wrote about the boundaries of permissible managerial loyalty and the legal assessment of executive actions between corporate interests and the risk of personal liability under the LawConsulted methodology.
