Director Duties

Skadden, Arps, Slate, Meagher & Flom LLP


Four Questions on Directors’ Minds as the World Returns to Work
The Informed Board – June 16, 2021

Companies generally will be allowed to require employees to return to the office or other facility and to mandate vaccinations and/or testing. But they will need to observe state and federal laws, apply their rules evenhandedly and be alert to permitted exceptions.

The New Normal: ESG Drivers and the COVID-19 Catalyst
November 12, 2020

In this article co-authored by Skadden attorneys and FTI Consulting, we review the approach companies have taken in relation to environmental, social and governance (ESG) issues during the COVID-19 pandemic. Many companies have continued to intensify their ESG efforts and communications with stakeholders in this important area during the ongoing crisis, and, in fact, in many instances this has accelerated preexisting trends towards greater transparency while underscoring the role of business in confronting wider societal issues.

Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season
September 30, 2020 - Quarterly Insights

Although the future of the COVID-19 pandemic and the prospects for in-person shareholder meetings are unclear, companies have the ability to plan for virtual shareholder meetings in a more orderly and methodical fashion than they did for 2020 meetings. Companies may want to engage with their shareholders now to obtain investor feedback and prepare for “virtual proxy season 2.0.”

Delaware Corporate Law Amendments Address Emergency Powers, Public Benefit Corporations and Other Matters
June 25, 2020

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law to, among other things, address certain issues corporations have encountered during the COVID-19 pandemic.

COVID-19: Germany Update — Office Reorganization When Employees Return From Working at Home
May 14, 2020

As Germany begins to relax the restrictions implemented in response to the COVID-19 pandemic, companies are preparing for employees who have been working from home to return to their offices. Managers and Directors should consider a range of legal and logistical issues in order to limit potential liability.

Q&A: Directors’ Delaware Law Questions During the Pandemic
May 8, 2020

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis.

Compliance in a Time of Crisis
April 30, 2020

The COVID-19 pandemic has companies facing unprecedented financial and operational challenges. Many may consider shifting stretched resources and attention away from key units, including compliance. However, past crises illustrate the importance of maintaining an ethical culture and focusing on heightened areas of risk, because regulators seeking to protect the market, consumers and businesses from misconduct will expect more — not less — from companies in crisis.

COVID-19: Germany Update — Management Duties During the Crisis
April 21, 2020

In crises such as the COVID-19 pandemic, companies' management boards and directors are tasked with making significant, high-pressure decisions regarding the company's operations. In Germany, these decisions should be made while keeping certain aspects in mind, including the country's Business Judgment Rule, documentation requirements, potential additional safeguards and recent, pandemic-related legislative changes.

SEC Chairman and Division of Corporation Finance Director Urge Robust Disclosure Amid COVID-19 Uncertainty
April 10, 2020

SEC Chairman Jay Clayton and Division of Corporation Finance Director William Hinman released a joint statement on April 8, 2020, emphasizing the importance of disclosing current and forward-looking financial information to investors and market participants during an uncertain earnings season resulting from the COVID-19 outbreak.

Distribution of Dividends and Corporate Interest by French Companies During the COVID-19 Pandemic
April 9, 2020

French companies’ annual general shareholders’ meetings season has begun, in the midst of the ongoing COVID-19 pandemic. Directors must take into account a wide range of recommendations, requests and regulations when determining whether, under the circumstances, distributions to shareholders are in the best interests of their companies.

UK Directors COVID-19 Update
April 3, 2020

As directors of U.K. companies consider their options for confronting the challenges stemming from the coronavirus/COVID-19 pandemic, they should keep in mind the U.K. government's recent suspension of laws that could hold them personally liable for certain decisions if their companies enter an insolvency process. Nonetheless, given the heightened uncertainty and rapidly changing environment, directors should continue to take such precautions as maintaining a disciplined process of recording the reasons for key decisions.  

Answers to AGM Questions Raised by the COVID-19 Pandemic
March 25, 2020

We answer some of the key questions being asked by U.K. public companies as they prepare for this year’s annual general meeting season while facing a number of unprecedented challenges caused by the COVID-19 pandemic.

Thoughts for Boards of Directors on the COVID-19 Crisis
March 20, 2020

The global COVID-19 pandemic will test the oversight skills of boards of directors of companies of every size in every industry. Boards should be engaging in a discussion with their management teams about a wide range of issues stemming from the outbreak, both financial and operational, including liquidity issues, employees, customer and supply chain threats and impacts, increased cybersecurity vulnerabilities, and activism and takeover preparedness.

Coronavirus/COVID-19 Update — Director Duties
March 18, 2020

See all our COVID-19 publications and webinars.