Though the COVID-19 pandemic put in-person classes, business operations, and vacation plans on hold, there has been no pause of the duties of boards of directors to their respective companies. Board members should keep their fiduciary duties and the practical steps they can take to meet those duties top-of-mind as they guide their companies through the COVID-19 pandemic. We have highlighted board members’ duties and some practical tips boards of directors can take to meet their obligations to their companies during the pandemic.

Board Duties and the Business Judgment Rule: A Refresher

Under Delaware law-which most jurisdictions widely follow when it comes to directors’ duties-directors have a duty of care and duty of loyalty.

  • The duty of care requires directors to make informed and deliberative decisions based on all material information they have reasonably available to them.
  • The duty of loyalty requires directors to act (or decide not to act) in a disinterested and independent manner, with the honest belief that the action or inaction is in the best interests of the company and its shareholders. How will decisions made by board members be evaluated by courts if those decisions are challenged? Courts evaluating board decisions under Delaware law first look to the “business judgment rule,” which allows a rebuttable presumption that directors satisfied their fiduciary duties in making business decisions.
  • If the presumption is rebutted-such as in cases of related party transactions or lack of director independence-Delaware courts apply the more exacting “entire fairness” standard, which normally shifts the burden to directors to prove the fairness of a challenged corporate transaction or decision.
  • As part of the duty of care and duty of loyalty, directors have the duty of good faith, oversight and disclosure. They have to act in good faith, be diligent in overseeing the company, and disclose any conflicts of interest as well as anything that is in the best interest of the company to know.


Continue Reading Board of Directors’ Duties: One of the Few Things Not Put on Hold During the Pandemic

In the wake of the #HeForShe movement, California recently became the first US state to require companies to put female directors on their corporate boards.

Supporters of the law make a convincing business case for gender diversity, citing rigorous research findings showing companies where women are represented at board or top-management levels are also the

Today, an estimated 40 million people are living in modern day slavery—including an estimated 16 million individuals in forced labor across global supply chains.

Given the importance of this issue, we are proud to introduce a new publication, Eradicating Slavery: A Guide for CEOs. Prepared by the B Team in partnership with Baker McKenzie, this

On July 24, Homeland Security Investigations (HSI) – the investigative agency within the US Immigration and Customs Enforcement responsible for Form I-9 Compliance – announced that it served I-9 audit notices to more than 5,200 employer since January as part of a two-phase nationwide worksite enforcement operation.

Last week, HSI served 2,738 Notices of

While immigration debates, policies and rules make the news seemingly every day, very few new laws or regulations have actually been implemented for employment-based immigration. Behind the scenes, however, strict new interpretations of existing laws and under-the-radar changes in enforcement have significantly impacted the ability of companies to transfer, hire and keep foreign employees in

This week, the SEC publicized its largest-ever whistleblower awards, thereby underscoring the value of robust internal reporting procedures. On March 19, the SEC issued a press release announcing that three individuals will get more than $83 million for providing information to the agency to help bring a case.

Continue Reading Best Practices For An Effective Whistleblower / Internal Reporting Program In The US

We are pleased to present The Global Employer Magazine 2018 Horizon Scanner. Our easy-to-digest overview of global and regional trends and developments in global employer and labor law is designed to help equip you for the year ahead.

In this issue, we feature:

  • A global overview of the key trends and developments impacting global