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Corporate Governance in a Pandemic

The current coronavirus pandemic and the resulting economic and societal changes caught many sectors of our society flatfooted. Few entities were equipped or prepared to conduct business on a remote basis – due to a myriad of factors. Questions arose regarding public meeting requirements for municipal entities; real estate professionals struggled to conduct business without some face to face interaction; and some businesses were simply not technologically equipped to conduct operations on a remote basis.

In many cases legislation was required to deal with the challenges presented by the COVID-19 related stay-at-home orders. In contrast, vital corporate governance matters are already clearly addressed in a section of the Pennsylvania Business Corporation Law (BCL), (15 Pa. C.S.A. Section 1708) entitled, “Use of conference telephone or other electronic technology.” That provision clearly permits director and shareholder participation in meetings by means of conference telephone or other electronic means provided all persons participating in the meeting can hear each other. It is important to note, however, that both provisions permitting remote director and shareholder meeting participation are prefaced by the phrase, “Except as otherwise provided in the bylaws…”

Because a corporation’s bylaws can override the permissive language of the BCL regarding remote participation, it is important for each corporate entity to conduct a detailed review of its bylaws to ensure that remote participation by its directors and shareholders is not prohibited.

In this challenging time the Stock and Leader COVID-19 Business Response Team is working remotely and is prepared to assist corporate and business clients by addressing legal needs and by providing relevant information and advice.

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