On March 11, 2020, the World Health Organization officially
declared COVID-19 a pandemic. The ramifications of COVID-19 are
being experienced worldwide, with President Trump suspending all
travel from Europe, and even the NBA and NHL suspending their
seasons indefinitely. At a more local level, businesses are facing
their own decisions with respect to how to manage the virus and
make responsible decisions, while still trying to maintain
corporate profitability. In these circumstances, boards of
directors must be mindful of their legal obligations and duties,
and the particular considerations that may arise as a result of
COVID-19.
Directors' Duties
The corporate statutes in Canada set out two main statutory
duties for directors, known as the duty of loyalty and the duty of
care. Pursuant to the duty of loyalty, directors must act honestly
and in good faith with a view to the best interests of the
corporation. In acting in accordance with the duty of
