Keeping the Machine Running Part Two: Emergency Bylaw Provisions Under Delaware Law
With the coronavirus disease 2019 (“COVID-19”) pandemic and the recent widespread transition to remote work arrangements, many public companies are facing novel questions on how to properly conduct common corporate activities remotely, including board actions, SEC filings and contracts. Our previous
memorandum provided a brief summary of key considerations as to how companies may be able to continue to function in an era where in-person interaction is not possible. However, telephonic board meetings and electronic written consents are only useful when a quorum of or all directors, respectively, are available. What can a company do when a board or board committee cannot achieve a quorum or act by written consent because one or more directors are unreachable during the existence of a catastrophe or other similar emergency condition such as the COVID-19 pandemic?