Law Firm Board Resolution to Commence Litigation

Resolution of the Board of Directors of [Your Company Name]

WHEREAS, the management of [Your Company Name], a professional corporation organized and existing under the laws of the State of [State], with its principal office located at [Your Company Address], has identified legal disputes with [Name of the Opposing Entity], including a breach of contract for failing to deliver services as agreed on [Date], unauthorized use of the Firm’s patented technologies, and discriminatory employment practices against a former employee in violation of the Fair Employment and Housing Act;

WHEREAS, the dispute pertains to actions that are deemed to have caused significant harm to the interests of the Firm, potentially impacting its operational capabilities, financial standing, and professional reputation;

WHEREAS, attempts to resolve the matter through negotiation or other alternative dispute resolution methods have been unsuccessful, and therefore, litigation appears necessary to protect the Firm’s rights and interests;

WHEREAS, the management has presented the case to the Board of Directors along with the advice received from the legal department and, when applicable, external counsel, regarding the merits and risks associated with initiating legal proceedings;

BE IT RESOLVED, that the Board of Directors of the Firm, duly assembled on [Date], with the quorum present and acting throughout, hereby:

Approves the commencement of litigation against [Name of the opposing entity] in connection with the aforementioned dispute, as detailed in the briefing document attached hereto as Exhibit A.
Authorizes and directs the President, any Vice President, or any other officer of the Firm, as may be designated by the President, to take all actions necessary to engage external legal counsel to represent the Firm in these legal proceedings.

Grants full authority to the legal team to negotiate, settle, and fully resolve the dispute, should an acceptable resolution be proposed, and to bring the matter to trial if satisfactory terms are not offered.

Allocates funds from the Firm’s legal affairs budget to cover all estimated costs associated with this litigation, including but not limited to attorney fees, court costs, expert witness fees, and other litigation expenses.

Requires regular updates to the Board of Directors on the progress of the litigation, including any significant developments and strategic decisions that may require further Board approval or have significant implications for the Firm.

BE IT FURTHER RESOLVED, that the Secretary of the Firm is hereby instructed to certify and file this resolution with the minutes of the Board meeting and maintain a copy in the corporate records.

Adopted at the meeting of the Board of Directors of [Your Company Name] on [Date].

CERTIFICATION

I, [Secretary’s Name], the undersigned Secretary of [Your Company Name], do hereby certify that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the Board of Directors which was held in accordance with all applicable statutes and by-laws of the Firm and that such resolution is now in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Firm this [Date].