Resources

Are Your Corporate Documents COVID-19 Ready?

March 16, 2020

Corporate documents

With many companies facing increased teleworking, supply chain issues, or health uncertainties because of COVID-19, your corporate documents and policies must be ready to address potential issues that arise. For example, can your board meet remotely? Can you or your suppliers avoid contractual obligations? Do your current employee handbooks provide the necessary flexibility for teleworking and employee accountability? Below is a brief checklist of items that you should review with your legal counsel in preparation of any extended teleworking or closures:

  • Review/update your company’s Bylaws and Articles of Incorporation to ensure remote meetings are permitted and that directors and officers are indemnified from personal liability.[1]
  • Review major contracts to be aware of potential liabilities, termination provisions, and remedies if suppliers are unable to timely deliver.
  • Evaluate contracts related to scheduled meetings and conferences regarding cancellation options.
  • Understand insurance policies and whether your current coverage addresses current issues.
  • Review/update employee handbooks and employment contracts regarding illness, travel, attendance, and leave policies to ensure compliance with applicable law, including federal anti-discrimination laws.
  • Develop Mandatory Employee Guidelines related to COVID-19.
  • Determine how States of Emergency and relevant government directives, such as those limiting gathering sizes, impact your events, plans, and work environment.
  • Prepare “Best Practices” guides for your offices (handwashing in kitchens, sanitizer, hand washing signs, information on social distancing, advocate for no handshaking).
  • Understand guidance regarding employers’ legal obligations under the Occupational Health and Safety Act to provide a place of employment that is “free from recognized hazards that are causing or are likely to cause death or serious physical harm,” particularly with regard to Americans with Disabilities Act obligations related to immuno-compromised employees and customers.
  • Evaluate a telework plan for access, accountability, and backup.
  • Review document retention policies (and any necessary confidentiality agreements).
  • Analyze applicable collective bargaining agreements.
  • Understand Worker Adjustment and Retraining Notification (WARN) Act and COBRA prior notice obligations if layoffs or shutdowns are planned.
  • Confirm communication protocols with regulatory agencies to ensure open lines of communication.
  • Review company policies and statutory requirements for waiver policy for low-income customers or customer support provisions in case of inability to pay.

Current guidance from both the State and federal governments suggests that, increasingly over the coming weeks, companies will be dealing with reduced workforces and contract disputes resulting from COVID-19. Our experience to-date has been that many potential contract disputes can be de-escalated by understanding parties’ rights and obligations. Please contact us to make ensure that your current corporate documents and policies allow your company the flexibility and certainty needed during this time.

For more information about the content of this alert, please contact Jason Hanselman (517-374-9181 or jhanselman@dykema.com), Courtney Kissel (248-203-0743 or ckissel@dykema.com), or your Dykema relationship attorney.


[1] Michigan amended its Nonprofit Corporation Act in 2015 to include some significant changes to many provisions, including allowing companies to limit liability of directors and officers.

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