May 29, 2020

Covid-19 Law Firm Swag

During the Covid-19 pandemic, opportunities to join together for an in-person lunch-hour CLE while collecting the usual law firm swag are basically non-existent.  So, what a nice surprise to receive law firm swag via email – Winston + Friends Cookbook!  For someone who loves to eat and try new recipes, this made my day and hope some of you enjoy it too.  Here’s the backstory to the 174-page cookbook from the firm’s email:

Soon after the COVID-19 pandemic left us no choice but to work remotely, Winston employees began a quarantine recipe exchange as a way to stay connected (and well-fed). What started as an internal email exchange among Winston personnel across the United States, has now led to a Winston + Friends Cookbook that contains over 100 recipes from Winston employees world-wide, as well as friends of the firm, including clients and professional chefs. The Winston + Friends Cookbook has delicious recipes for breakfast and brunch, condiments and sauces, appetizers, soups and salads, entrées, side dishes, desserts, and drinks.

Given the uncertain times, and the effects that this pandemic has had on access to food, the firm and our people have donated substantial sums to food-based organizations around the globe (and through our pro bono efforts have helped secure DACA renewals for front line food workers).  Should you choose to help, we share at the end of the cookbook organizations founded or run by contributors to the cookbook as well as the contact information for Feeding America, the largest hunger-relief organization in the United States.

Board Gender Diversity: Another State Mandate

We’ve blogged before about board gender diversity and there are plenty of studies analyzing and reporting progress. These numbers will likely climb again as a recent Dorsey blog says the State of Washington will require gender diversity on public company boards or board diversity disclosure by January 1, 2022.  The blog says to meet this gender diversity requirement, a public company will have a gender-diverse board of directors if, for at least 270 days of the fiscal year preceding the applicable annual meeting, individuals who self-identify as women comprise at least 25% of the directors serving on the board.

For companies that don’t meet the gender diversity requirement by 2022, the blog describes Washington’s disclosure requirements.  One of the disclosure requirements includes discussion of any policy adopted by the board relating to identifying and nominating diverse director candidates for election and if there isn’t such a policy, the reasons why.

Washington will likely see an uptick in female directors much like California did.  And, as this Shearman & Sterling blog notes, attention on board diversity will continue as several other states have considered similar legislation.  In terms of progress, Equilar has been tracking board gender diversity at Russell 3000 companies and yesterday it issued its Q1 2020 report showing continued improvement.  Equilar’s website commentary on the report says over the last quarter, the percentage of companies that previously had zero women on their board dropped from 7.7% to 7.1% and 129 companies have boards with between 40% and 50% women, up from 114 companies last quarter.

Importance of Updating Risk Management Programs

A recent Nixon Peabody memo reminds management teams to ensure risk management policies and procedures are updated, implemented and that any crises are resolved – ignoring a “red flag” may indicate a breach of management’s duty of care.  The memo provides suggestions for updating company risk management programs, saying it’s now more important than ever, as many existing risk management programs may no longer be adequate during the Covid-19 pandemic.  Here’s an excerpt:

Such procedures must be updated in accordance with state and federal recommendations and address not only the damage caused so far, but the arduous task of reopening, and the potential for similar or greater crises down the line.  In particular, companies must have risk management policies and procedures updated for coronavirus in relation to:

– Possible industry-specific impacts

– Continuity of business issues

– Supply chain disruption

– Increased risk of litigation

– Decreased or impaired workforce

– Increased cybersecurity risks

Furthermore, under the current circumstances, company management cannot simply enact such risk management and step aside. Management is well-advised, for example, to set up COVID-19 subcommittees to report on a regular, if not daily, basis. Regular meetings, with minutes, must be held in response to the changing COVID-19 landscape to document the measures that are being taken, and the motivations for business decisions, to help stave off future regulator actions and derivative litigation.

Management should report about what it’s doing and what advice and guidance it’s relying on.  The memo also says in certain circumstances it may be appropriate for management to bring in an inside or outside expert to present to the board – doing so can help bolster the board’s record of diligence.  Management and the board should document the advice sought and how it was applied.

– Lynn Jokela