Understanding Corporate Governance

Exploring AI in HR Practices

Attorneys Sarah Sawyer and Russell Berger of Offit Kurman discuss emerging AI regulations in employment, highlighting Illinois as an example of where other states may follow. They explain that even without AI-specific laws, employers remain subject to existing federal and state employment and anti-discrimination laws, and AI-driven recruiting tools can create liability if they filter candidates with bias. Employers should proactively regulate and monitor how HR and recruiting teams use AI. The episode also notes that hiring and recruiting are likely targets for early transparency and disclosure requirements. Employers should be prepared to articulate how AI is used, what safeguards exist, and how confidentiality and data security are protected when handling job applications and other sensitive information. 00:00 AI Rules at Work 00:38 Illinois Leads the Way 01:08 Bias in Recruiting Tools 02:03 Policies and Guardrails 02:40 Disclosure and Transparency 03:33 Explain Your AI Process 04:09 Data Privacy and Security 04:49 Wrap Up and Next Steps

Understanding Corporate Governance

Attorneys Sarah Sawyer and Russell Berger of Offit Kurman discuss corporate governance as the documents, procedures, and policies that help create a well-functioning organization. They explain that while forming an entity may be straightforward (e.g., articles of incorporation), the core governance “roadmap” is typically found in agreements which address how owners come together, operate, and fund the business. They emphasize the importance of clearly defining decision-making authority to enable faster, more decisive action. Sarah and Russell also note businesses must follow and document compliance with these contractual rules, especially for future sales or exits. 00:00 Corporate Governance Overview 00:48 Entity Formation Basics 01:04 Key Agreements Roadmap 01:59 Decision Making Framework 03:08 Delegating Authority Fast 03:48 Follow the Rules Document 04:15 Wrap Up and Goodbye

Defamation vs. Disparagement Explained

In this episode of OK at Work, Offit Kurman attorneys Sarah Sawyer and Russell Berger explain the difference between defamation and non-disparagement and why these terms often appear in business and employment agreements. They note that defamation is independently actionable without a contract and generally involves a false statement made to a third party that causes damage. Disparagement can be true or opinion-based but negative and is typically not actionable unless parties agree by contract not to disparage each other. They discuss how non-disparagement clauses, often paired with confidentiality provisions, are commonly used after disputes in employer-employee, partner, or business relationships to protect reputations and prevent harmful commentary. 00:00 Intro and Topic 01:04 Defamation Basics 01:52 Disparagement Explained 02:28 Why Contracts Include It 03:34 Finality and Confidentiality 04:32 Wrap Up and Sign Off

Correcting Course in Business Practices

Sarah Sawyer and Russell Berger at Offit Kurman discuss how business owners can respond when they realize they’ve made a legal mistake—often in employment policies—and need to correct course. They note mistakes may come to light through counsel, articles, real-world issues, or even a lawsuit. On this episode of OK at Work, they stress the importance of recognizing the problem, assessing the full scope, and creating a plan to stop ongoing exposure. Sarah and Russell explain that implementation and messaging matter, since sudden targeted changes can prompt broader employee complaints. They also caution against rushing implementation, since quick fixes can add risk, and highlight that some issues, like noncompliant PTO or sick leave policies, require unwinding existing obligations and may involve steps such as back pay or interim interpretation changes. 00:00 Fixing Legal Mistakes 01:13 How Problems Surface 01:54 Plan and Message Changes 02:56 Avoid Knee Jerk Fixes 04:16 Unwinding Complex Policies 04:45 Strategic Implementation Options 05:32 Scope It Out and Wrap Up

Balancing Family and Business

On this week’s OK at Work, Sarah Sawyer and Russell Berger discuss the risks and best practices of doing business with family members or significant others. They stress keeping the balance between family and business by treating the venture as a business that is subject to rules, risks, and laws, with clear governance and control. For co-owners, it is best to set ground rules, align on vision, and put an operating agreement in place. When dealing with family employees, business owners should be upfront about roles, pay, compliance, and expectations. 00:00 Family Business Risks 01:27 Governance Ground Rules 02:03 Operating Agreement Essentials 02:57 Hiring Family Legally 03:52 Role Clarity Operations 04:33 Sale Prep Paperwork 05:37 Wrap Up