By Michele Gorman

Law360 (March 20, 2020, 6:18 PM EDT) -- As general counsel navigate uncharted territory amid the rapidly evolving COVID-19 outbreak, they're managing uncertain situations and concerns about their team members' physical and mental health, among other challenges.

Many top corporate lawyers find themselves juggling new duties, including being part of company task forces focused on handling fallout from the coronavirus pandemic. They are also adjusting to tougher-than-usual working conditions as they try to ensure as much business continuity as possible.

"Legal departments are already expected to do more with less, and now the workload has increased substantially and the stakes can be even higher," said Chris Young, general counsel at legal technology company Ironclad Inc. "The fact that remote work is for many the new short-term norm adds another level of complexity to operating an already stretched legal department."

Amid unexpected hurdles, companies are trying to move forward, though it's anything but business as usual. Here, Law360 looks at four worries facing general counsel amid the pandemic — and how they can try to cope.

Health

General counsel are worried about their staffs' health, and how people are faring generally.

"Folks are getting hit hard, and I fear that the wide-ranging ramifications of COVID-19 have only begun to take hold," Young said.

In the United States, more than 200 deaths have been linked to COVID-19, and there are at least 15,200 cases in the 50 states, Washington, D.C., and American territories, the Centers for Disease Control and Prevention said Friday.

Around the globe, more than 210,000 cases of COVID-19 have been reported to the World Health Organization, and at least 9,000 people have died, according to the agency's latest tally.

In addition to their physical health, Young is also concerned about his team members adjusting to working in relative isolation for what will likely be an extended period of time.

The silver lining for Young and other general counsel is that their teams are collaborating and growing closer as a company than ever before.

"We communicate more often, we are more vulnerable and empathetic, we are remaining laser-focused on our collective mission and above all, we know we have each other to lean on throughout it all," Young said.

Still, general counsel acknowledged that adapting to a socially distant environment can be challenging and stressful for many, especially as some lawyers balance their jobs with home-schooling their children amid school shutdowns.

While being mindful of employees' health, general counsel also must be cautious about navigating medical inquiries under the Health Insurance Portability and Accountability Act, the Americans with Disabilities Act and other laws, said Jyotin Hamid, a partner at Debevoise & Plimpton LLP.

In ordinary circumstances, employers typically avoid discussing medical and health issues with employees, in part because of limitations imposed by HIPAA and the ADA, he said.

"But now, given the compelling need to protect the safety and well-being of all employees, it is necessary to gather and share more information than employers typically would," Hamid said. "Navigating that issue is something company lawyers need to handle with care."

Remote Work

Eric Dinallo, the former general counsel and executive vice president of Guardian Life Insurance Co. of America, encouraged general counsel to be compassionate and understanding about the challenges their teams are facing while working from home — from major changes in daily routines down to minor disruptions like the family cat walking across the video-conferencing screen or children playing in the background.

For Mark Van De Voorde, chief legal and administrative officer at Victaulic Co., his schedule is typically flexible, given the more than 100 countries where the manufacturing company does business. But it has grown even more so in recent days.

"Maybe their kids are home from school or you're in line at the grocery store to get necessities," he said about his colleagues. "I'm willing to talk to you anytime, anywhere."

At this point, experts encourage top corporate lawyers to overcommunicate — to their teams as well as executives in other departments. Alex Dimitrief, a former general counsel at General Electric Co., said there's no such thing as over-inclusion.

During his time at GE, Dimitrief experienced such uncertain situations as the 2007-2008 financial crisis and Japan's Fukushima nuclear disaster in 2011.

"In times of crisis, no news is bad news, and no news makes bad news even worse," said Dimitrief, who is now a partner at legal consultancy Zeughauser Group. "I erred on the side of overcommunicating. My quarterly calls became weekly calls. My weekly calls became daily calls."

Dinallo agreed, suggesting general counsel contact their peers and reports, even if it's simply to ask how they're feeling.

"You need to not wait for the questions to come to you — proactivity and reaching out to business partners and clients is absolutely important," said Dinallo, who recently returned to Debevoise to chair its insurance regulatory practice.

Business Continuity

While general counsel worry about how their legal departments will weather the storm, they're also trying to ensure business as usual continues — as much as possible.

The responsibilities of most top corporate lawyers has shifted recently — from solely focusing on, say, the content of conference calls to now figuring out first how to host the conversation with all the needed stakeholders. They're also thinking about business strategy for the rest of the year, and how they might need to adjust their plans.

Van De Voorde added that despite the tools and technology available for remote workers, sometimes there isn't a substitute for being in the same room. And he said general counsel should strive to act as the "glue of coordination."

To maintain some normalcy, Michael Sachs, a partner in Major Lindsey & Africa's in-house counsel recruiting group in Chicago, encouraged general counsel to continue discussions on topics and ideas the legal department had spoken about a week ago or earlier this month.

"People crave routine, people crave some kind of normalcy," he said. "I think people on your team will appreciate the fact that you helped to move the ball forward on business sensitivity issues while this was going on."

Dimitrief said it's important that general counsel step up and remind others that decisions still need to be made thoughtfully and involve certain stakeholders.

"Own the reality that commercial teams are going to feel pressure — whether it's real or perceived — to cut corners, and ensure that this crisis is not misinterpreted as license to stray from your business' commitment to doing things with integrity," he said.

Keeping Up With Changes

Local measures are emerging quickly as governments respond to the pandemic. Each day, general counsel with workers across jurisdictions are trying to get up to speed on new mandates, while seeking advice from their outside counsel and other external resources.

President Donald Trump signed the Families First Coronavirus Response Act on Wednesday, and states and cities are acting on the local level. San Francisco and surrounding counties were among the first governments to order residents to shelter in place, which means only essential businesses remain open there.

Other suspensions — including the ongoing 30-day restriction on the majority of Europeans traveling to the U.S., and the temporary closure of the U.S. borders with Canada and Mexico — have also added a layer of burden for general counsel, they say.

Van De Voorde's responsibilities now largely consist of addressing questions from sales and supply chain teams in many jurisdictions about disruptions caused by the coronavirus.

"My day has become a lot different," he said. "Rather than just the day-to-day concerns of any GC in a business, I've suddenly got a whole series of questions I had never even contemplated that are employment law-related or supply chain-related."

To help manage the flood of questions, experts advise general counsel to prioritize time-sensitive issues, and then rely on internal subject matter experts from other business entities — as well as outside counsel — for help on other matters.

"As you do your job, there are certain core tasks that are priorities, there's stuff that you must do well, and then there's stuff that's nice to have," Dimitrief said. "In a time of crisis, you have to focus on what really counts, what you have to do well, and find a way to triage everything else and get to it when you can."

--Editing by Aaron Pelc and Alanna Weissman.

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