Business Law Newsletters

Employees' Duty of Loyalty

Generally, an employee owes the duty of undivided loyalty to his or her employer. Courts take varying approaches to the issue of an employee's duty of loyalty. Some jurisdictions do not acknowledge a separate cause of action for an employee's breach of loyalty unless there is a fiduciary relationship between the employer and the employee. The claim is usually pleaded as a breach of a fiduciary duty. Some jurisdictions recognize a separate claim for an employee's breach of the duty of loyalty but also acknowledge its relationship to a fiduciary breach. A common thread in all jurisdictions is that employees who occupy a position of trust and confidence owe their employers a higher duty of loyalty than lower-level employees. The scope of the duty of loyalty depends on the particular fact circumstances and the nature of the employment relationship.

OSHA Requirements and Standards

The Occupational Safety and Health Administration (OSHA) is responsible under the Occupational Safety and Health Act of 1970 for promoting a safe workplace by setting standards and conducting inspections. The Act applies to almost all employers.

Sarbanes-Oxley Act of 2002

Employers have a general duty under the Occupational Safety and Health Act (OSHA) to provide a workplace free from "recognized" hazards. A violation of this duty can lead to criminal sanctions in addition to civil penalties. An employer can also be exposed to liability under occupational safety and health regulations promulgated by the Secretary of the Department of Labor. Directors and high-level executive officers must act to reduce or eliminate workplace dangers or risk OSHA liability.

Statutory Conflict of Interest Provisions

A majority of states have statutes that address director and officer conflicts of interests in corporate transactions. The conflict of interest provisions vary from state to state; however, most states have enacted some version of the conflict of interest provisions contained in the Revised Model Business Corporation Act.

Tracking or Targeted Stocks

In addition to common stock, companies may issue what is known as tracking or targeted stock. For example, a large automaker that acquired a company in the computer industry issued a tracking stock that tracked the performance of the acquired company once it began operating as a division of the automaker.