Board Resolutions: Registered Debt Offering Authorization

Summary

These board resolutions templates for the board of directors may be used to authorize an unsecured debt offering registered under the Securities Act of 1933. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. The resolutions can used for straight and convertible debt offerings, including offerings made under shelf registrations. These resolutions assume that the debt offered is not secured or guaranteed, as secured and guaranteed debt offerings may require additional authorizations from the issuer and/or its parent or affiliated companies. In addition to authorization by the board of directors, a debt offering may also need to be approved by the company's pricing committee formed for the offering. For template resolutions of the pricing committee, see Pricing Committee Resolutions: Registered Debt Offering.