As the coronavirus disease 2019 (“COVID-19”) continues to disrupt the global economy, corporations across sectors and industries are confronting a host of questions about how to adapt to the extraordinary challenges posed by the pandemic. While management is handling the day-to-day response to the burgeoning crisis, boards of directors face a unique set of considerations and must think critically about how best to fulfill their fiduciary duties in the wake of disruption, volatility and uncertainty. This memorandum provides a brief refresher on the foundational principles governing a director’s fiduciary duties and then discusses some of the issues directors should consider as they navigate this unprecedented environment in order to meet their obligations and mitigate the risk of future liability.
