Legal Definitions - executive session

An executive session refers to a portion of a meeting, or an entire meeting, that is closed to the public and the press. These sessions are typically held by governmental bodies (like city councils, legislative committees, or school boards) or corporate boards of directors when sensitive or confidential matters need to be discussed without public disclosure. The purpose is to allow for candid discussion on topics such as personnel issues, legal strategy, contract negotiations, or other confidential business that, if discussed publicly, could harm the organization or individuals involved.

Here are some examples illustrating the concept of an executive session:

• Imagine a city council meeting where the agenda includes a discussion about a potential lawsuit filed against the city. To protect the city's legal strategy and avoid prejudicing the case, the council might vote to enter an executive session. During this private portion of the meeting, only council members, their legal counsel, and essential staff would be present to discuss the specifics of the lawsuit, potential settlement options, or defense strategies. This allows them to deliberate sensitive legal matters confidentially without public scrutiny that could undermine their position in court.

• Consider a public school board that needs to discuss a disciplinary issue involving a specific teacher. To protect the privacy rights of the employee and ensure a fair process, the board would likely move into an executive session. In this closed meeting, they would review confidential personnel files, hear testimony, and deliberate on the appropriate course of action without the presence of parents, students, or the media. This ensures that sensitive employment matters are handled discreetly and in compliance with privacy laws.

• A corporate board of directors for a publicly traded company might hold an executive session to discuss a potential merger or acquisition. During this private discussion, they would review confidential financial data, discuss valuation, and strategize about negotiation tactics without any public disclosure. Keeping these discussions confidential is crucial to prevent market speculation, protect proprietary information, and ensure the company can execute its strategic plans effectively before any official announcement is made.