Anticipating the Unanticipated

The COVID-19 public health emergency has illuminated a number of painful truths — namely, that “life can come at you fast.” In his Directors & Boards article “Anticipating the Unanticipated,” Philadelphia partner Doug Raymond explains just how fast coronavirus-related challenges hit corporate boards. He writes: “As individuals, families and businesses have struggled to respond to the COVID-19 pandemic, many boards of directors have been working double shifts to keep ahead of the fast-changing situation and oversee the changes in business and operations that are required.” But even as directors work at a breakneck pace to mitigate the commercial impact of the crisis, Doug warns that boards must keep in mind their obligations under the Caremark doctrine. He points to two teaching moments — Marchand v. Barnhill and In re Clovis Oncology, Inc. Derivative Litigation — to illustrate how reactive efforts can become liability traps.

Jennifer Lucas assisted in the preparation of this column.