Decision Memorandum Template for England and Wales

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Key Requirements PROMPT example:

Decision Memorandum

"Need a Decision Memorandum to document the board's approval for acquiring a technology startup for £50M, including risk assessment and financial impact analysis, to be presented at the board meeting on March 15, 2025."

Document background
A Decision Memorandum is a crucial corporate governance tool used to document significant business decisions in accordance with English and Welsh law. It is typically employed when boards or senior management need to record important strategic, financial, or operational decisions that could impact the company's future. The memorandum provides a comprehensive record of the decision-making process, including the context, options considered, and justification for the final decision. This documentation is essential for demonstrating compliance with directors' duties under the Companies Act 2006 and protecting both the company and its directors in case of future scrutiny.
Suggested Sections

1. Decision Details: Date, time, and forum of decision-making (e.g., board meeting, written resolution)

2. Decision Makers Present: List of directors/officers present and their roles

3. Background and Context: Relevant background information and reason for decision

4. Options Considered: Analysis of alternatives considered

5. Decision Made: Clear statement of the decision reached

6. Rationale: Justification for the decision, including consideration of directors' duties

Optional Sections

1. Financial Impact Analysis: Required when decision has material financial implications

2. Risk Assessment: Analysis of potential risks and mitigation strategies

3. Stakeholder Impact: Analysis of impact on various stakeholders

4. Implementation Plan: Steps for executing the decision

Suggested Schedules

1. Financial Projections: Detailed financial analysis and forecasts

2. Expert Reports: Any third-party analysis or professional opinions

3. Supporting Documentation: Relevant emails, presentations, or other materials referenced

4. Voting Record: Detailed record of votes cast (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing corporate decision-making, directors' duties, and requirements for recording corporate decisions and corporate governance

Financial Services and Markets Act 2000: Legislation covering regulatory compliance requirements and financial conduct obligations for decisions involving financial matters

Data Protection Act 2018 and UK GDPR: Legislation regarding personal data processing and documentation requirements for data protection impact assessments

Employment Rights Act 1996: Key legislation for decisions affecting employees, including consultation requirements and employment protections

Directors' Fiduciary Duties: Common law principles governing directors' obligations to act in the best interests of the company

Business Judgment Rule: Common law principle protecting directors' good faith business decisions from court intervention

Duty of Care and Skill: Common law principle requiring directors to exercise reasonable care, skill and diligence in decision-making

Corporate Governance Code: Set of principles and best practices for company management and control (applicable to listed companies)

Industry-Specific Regulations: Sector-specific rules and requirements that may affect decision-making in particular industries

Stock Exchange Rules: Requirements and obligations for listed companies when making significant corporate decisions

Board Minutes Requirements: Legal and procedural requirements for documenting board decisions and maintaining corporate records

Record-Keeping Obligations: Legal requirements for maintaining proper documentation of corporate decisions and supporting materials

Disclosure Requirements: Obligations to disclose certain decisions to shareholders, regulators, or the public as required by law

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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