Senior Executive Illness Due to COVID-19: Disclosure Considerations for U.S. Public Companies

Sullivan & Cromwell LLP - March 20, 2020
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The COVID-19 crisis may require certain public companies to address a long-standing challenge: whether to disclose that a senior executive is experiencing a serious health issue.

The news that a senior executive has been diagnosed with (or is suspected of having) a serious illness can be disruptive to a company’s operations and unsettling for its shareholders.  However, the news can be substantially more disruptive if it is leaked and therefore incomplete or unmanaged or if its disclosure is delayed such that the company’s disclosure processes and its transparency with investors is called into question.  Because there is no specific rule or duty that requires disclosure of a senior executive’s health issues, companies facing this situation in the context of COVID-19 will likely be called upon to evaluate the specific circumstances and determine the best course among the available disclosure options (while taking into account the executive’s own privacy rights and personal concerns).