Page - 233 - in VULNERABLE - The Law, Policy and Ethics of COVID-19

CHAPTER B-8 Balancing Risk and Reward in the Time of COVID-19: Bridging the Gap Between Public Interest and the “Best Interests of the Corporation” Jennifer A. Quaid* Abstract The scale of the COVID-19 pandemic has shown that business orga- nizations have a key role to play in supporting public health efforts to contain the virus. Corporate managers have been called upon to make proactive decisions about risk reduction that are the right thing to do but which may be costly and difficult to implement. However corporate law does not dictate what should be done, so long as it is in the “best interests of the corporation.” In this chapter, I discuss how the pandemic situation exposes the limits of this permissive approach. Uncontrolled outbreaks of the virus in certain sectors of the economy deemed essential suggest that where corporate decisions have a sig- nificant and unavoidable impact on the wider public interest, such as the protection of human life and health, current manager accountabil- ity mechanisms are inadequate. I suggest that bridging this account- ability gap may be possible if we are prepared to recognize more explicitly that sometimes what is best for the corporation can properly extend to protecting the public interest. * Vice-Dean Research and Communications in the Faculty of Law (Civil Law Section) at the University of Ottawa, where she teaches criminal law, competi- tion law, and corporate law.