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Carolyn Rashby

Carolyn Rashby provides business-focused advice and counsel to companies navigating the constantly evolving and overlapping maze of federal, state, and local employment requirements. Carolyn’s approach is preventive, while recognizing the need to set clients up for the best possible defense should disputes arise.

As a senior member of Covington’s Institutional Culture and Social Responsibility Practice Group, Carolyn has co-led significant investigations into workplace culture, DEI issues, and reports of sexual misconduct and workplace harassment.

As an employment lawyer with over two decades of experience, Carolyn focuses on a wide range of compliance and regulatory matters for employers, including:

Conducting audits regarding employee classification and pay equity
Advising on employment issues arising in corporate transactions
Strategic counseling on a wide range of issues including discrimination and harassment, wages and hours, worker classification, workplace accommodations and leave management, performance management and termination decisions, workplace violence, employment agreements, trade secrets, restrictive covenants, employee handbooks, and personnel policies
Drafting employment contracts and offer letters, separation agreements, NDAs, and other employment agreements
Advising on employee privacy matters, including under the California Consumer Privacy Act
Providing guidance on use of AI in the workplace and development of related policies
Leading anti-harassment and other workplace-related trainings, for employees, executives, and boards

Carolyn also works frequently with the firm’s white collar, privacy, employee benefits and executive compensation, corporate, government contracts, and cybersecurity practice groups to ensure that all potential employment issues are addressed in matters handled by these groups.

Contact:Read more about Carolyn RashbyEmail

On December 19, 2025, New York Governor Kathy Hochul signed into law the “Trapped at Work Act” (the “Act”) (N.Y. Lab. Law §§ 1050–55) to prohibit certain types of so-called “stay-or-pay” agreements that require an employee to repay an employer for certain expenses or compensation if the employee terminates employment within a certain period of time after their start date.  These obligations often include repayment for expenses such as training, education, quit fees, damages clauses, sign-on-bonuses, and other types of cash payments tied to a mandatory stay period.  The Act, which took effect on December 19, 2025, is similar to a new California law that took effect on January 1, 2026.

The New York Act and the new California statute follow on the heels of the National Labor Relations Board’s (“NLRB”) February 2025 recission of a 2024 NLRB General Counsel memorandum, which proposed that the NLRB adopt a framework to presume that any stay-or-pay provision is unlawful even if entered into voluntarily.  The NLRB’s recission of this memo paved the way for New York and California (and potentially other states) to regulate stay-or-pay agreements at the state level.Continue Reading New York Bans Certain “Stay-or-Pay” Agreements

On November 19, 2025, the Equal Employment Opportunity Commission (“EEOC”) released a technical assistance document, “Discrimination Against American Workers Is Against The Law,” and updated its landing page on national origin discrimination.  This development reflects EEOC Chair Lucas’s focus on national origin discrimination and Anti-American bias and follows comments she made in January 2025 and February 2025 stating that “protecting American workers from anti-American national origin discrimination” is among the agency’s main priorities for compliance, investigations, and litigation. Continue Reading EEOC Releases New Technical Assistance: “Discrimination Against American Workers Is Against The Law”

California Governor Gavin Newsom has signed several Assembly Bills (AB) and Senate Bills (SB) that expand employee rights and increase workplace compliance obligations for employers.  Here is a rundown on the key new laws.  Unless otherwise specified, the laws take effect on January 1, 2026.Continue Reading California Update: New Employment Laws and Compliance Obligations for 2026

The California Civil Rights Council and the California Privacy Protection Agency have recently passed regulations that impose requirements on employers who use “automated-decision systems” or “automated decisionmaking technology,” respectively, in employment decisions or certain HR processes. On the legislative side, the California Legislature passed SB 7, which would impose additional obligations on employers who use these technologies; the bill is currently on the Governor’s desk. And, the Governor has signed SB 53, which provides certain employee whistleblower rights with respect to AI safety. Below, we discuss some of the key requirements in the new regulations and legislation.Continue Reading Navigating California’s New and Emerging AI Employment Regulations

On June 5, 2025, the U.S. Supreme Court altered the landscape for employers facing “reverse discrimination” Title VII lawsuits in the Sixth, Seventh, Eighth, Tenth, and DC Circuits, by striking down a rule that had required plaintiffs from “majority groups” to allege additional “background circumstances” to state a prima facie case of employment discrimination.  Examples of “background circumstances to support the suspicion that the defendant is that unusual employer who discriminates against the majority” included statistical data that the employer had engaged in a pattern of discrimination against majority groups or a member of the relevant minority group made the employment decision that allegedly harmed the member of the majority group.   In the other circuits, no such additional pleading requirement was required in reverse discrimination lawsuits.  Justice Jackson authored the Court’s 9-0 opinion, Ames v. Ohio Dept. of Youth Servs., No. 23-1039, and Justice Thomas filed a concurring opinion, joined by Justice Gorsuch.

As a practical matter, more “reverse discrimination” lawsuits in the Sixth, Seventh, Eighth, Tenth, and DC Circuits may survive a motion to dismiss—or employers may elect not to move to dismiss if the complaint’s allegations satisfy a Title VII plaintiff’s prima facie burden.  That said, the opinion does not alter the liability framework—employers can still achieve summary judgment dismissals of Title VII employment discrimination lawsuits by demonstrating that the employment decision at issue was made for legitimate, non-discriminatory reasons. 

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In Ames, the plaintiff alleged that her employer discriminated against her because of her heterosexual orientation when she was denied a promotion that was given to a lesbian woman and then later demoted and her prior position filled by a gay man.  Slip Op. at 2.  Analyzing her claim under the long-standing McDonnell Douglas evidentiary framework, derived from McDonnell Douglas Corp. v. Green, 411 U. S. 792 (1973), the District Court granted summary judgment for the employer, noting the plaintiff failed to make out a prima facie case of employment discrimination because she had not presented evidence of “background circumstances” that suggested her employer was the “rare employer who discriminates against members of a majority group.”  Slip Op. at 2.  The Sixth Circuit affirmed.Continue Reading Supreme Court Holds That All Employment Discrimination is Equal: Ames v. Ohio Dept. of Youth Servs.

As artificial intelligence (AI) tools become increasingly integrated into hiring and other workplace decisions, businesses must navigate a rapidly evolving legal landscape regulating the use of AI. To stay compliant and build trust within the workforce, employers can consider the following best practices for responsible AI deployment in employment contexts.…

Continue Reading AI in the Workplace: Best Practices for U.S. Employers

As explained in a prior blog post, on January 21, 2025, President Trump signed Executive Order 14173 (“Ending Illegal Discrimination and Restoring Merit-Based Opportunity”) (the “EO”), establishing new requirements for federal contractors and grant recipients to agree that their compliance with federal anti-discrimination laws is “material to the government’s…

Continue Reading Federal Appeals Court Reinstates Provisions of DEI Executive Orders

On January 21, 2025, President Trump issued the Ending Illegal Discrimination and Restoring Merit-Based Opportunity Executive Order (the “EO”), which revokes Executive Order 11246, a 60-year-old Civil Rights-era directive that prohibited federal contractors from discriminating on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin, and required federal contractors to take affirmative action to provide equal opportunity in employment. The EO seeks to “end[] illegal preferences and discrimination” and “promote individual initiative, excellence, and hard work” by ending the use of “dangerous, demeaning, and immoral race- and sex-based preferences under the guise of so-called ‘diversity, equity, and inclusion’ (DEI) or ‘diversity, equity, inclusion, and accessibility’ (DEIA)” programs. The EO does so by prescribing required contract provisions for federal contracts and by requiring specific reports from the heads of federal agencies, including identification of private entities for potential investigation, as described further below. The provisions of the EO do not apply to federal or private sector employment and contracting preferences for veterans. Federal contractors and grant recipients have until April 21, 2025 to comply with the EO’s revocation of affirmative action requirements. However, federal contractors, subcontractors, and grant recipients may become subject to the new contract provision requirements imposed by the EO without delay.1

Elimination of Federal Contractor Affirmative Action Requirements & DEI References

In addition to revoking Executive Order 11246, the EO requires the Office of Federal Contract Compliance Programs (“OFCCP”), which has been responsible for administering and enforcing Executive Order 11246 for many years, to “immediately cease” promoting diversity, enforcing affirmative action requirements, and allowing or encouraging federal contractors and subcontractors to engage in “workforce balancing” based on race, color, sex, sexual preference, religion, or national origin. The EO explicitly prohibits federal contractors or subcontractors from considering race, color, sex, sexual preference, religion, or national origin in employment, procurement, or contracting practices. Although OFCCP will no longer enforce affirmative action requirements, the EO delays implementation of this prohibition for current federal contractors through April 21, 2025, so contractors have until this date to sunset any affirmative action programs, absent judicial intervention.2

The EO also directs the Director of the Office of Management and Budget (“OMB”) and the Attorney General to review and revise, as appropriate, all government-wide processes, directives, and guidance; remove references to DEI principles from federal acquisition, contracting, grants, and financial assistance procedures; and terminate “all DEI-related mandates, requirements, programs, or activities,” which the EO does not define.Continue Reading President Trump’s “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” Executive Order Targets Federal Contractors and the Private Sector

Five states have joined the growing number of states with pay transparency laws requiring employers to include compensation information in job postings.  An Illinois law and a Minnesota law took effect on January 1, 2025, and New Jersey, Vermont, and Massachusetts laws will take effect later this year.  While the new laws differ in their specific requirements, they generally mirror pay transparency statutes passed in recent years in other states, including California, Colorado, and New York, that require employers to disclose pay ranges, and sometimes benefits information and other compensation, in job postings.  

The new laws are summarized below:

  • The Pay Transparency Amendment to the Illinois Equal Pay Act of 2003 (effective January 1, 2025) requires employers with 15 or more employees to include in job postings a wage or salary range and a general description of the benefits and other compensation (including bonuses, stock options, etc.) for the position.  The law applies to positions that will be physically performed, at least in part, in Illinois, or will be performed outside Illinois but the employee reports to a supervisor, office, or other work site in Illinois.  Also, when an employer posts a job externally, the employer also must, within 14 days, announce, post, or otherwise make known to all current employees such posting to the extent it would represent an opportunity for promotion for existing employees.  Employers must preserve records of job postings for at least five years. 
  • The Minnesota Omnibus Labor and Industry Policy Bill (effective January 1, 2025) requires employers with 30 or more employees in Minnesota to disclose in job postings the starting pay range and a general description of all benefits (including health and retirement benefits) and other compensation offered for the position.  The law is silent as to whether it applies to jobs performed outside Minnesota.    
  • New Jersey Senate Bill No. 2310 (effective June 1, 2025) will apply to employers with ten or more employees over 20 calendar weeks in a given year that do business, employ workers, or take applications for employment in New Jersey; the law does not specify whether all ten employees must be located in New Jersey.  These employers will be required to include in job postings the hourly wage or salary range and a general description of benefits and other compensation programs for which the employee would be eligible.  The law also will require employers to make “reasonable efforts” to announce, post, or otherwise make known to current employees opportunities for promotion that are advertised internally or externally prior to making a promotion decision. The law is silent on whether it will apply to jobs performed outside New Jersey.
  • Vermont H.704 (effective July 2025) will apply to employers with five or more employees, but does not specify whether all five employees must be located in Vermont.  Covered employers must include in job advertisements the compensation or range of compensation for the job opening.  For roles that will be paid on a commission basis, employers must only note in the job advertisement that the role will be paid on commission and need not disclose the compensation or range of compensation.  The law will apply to job advertisements for positions that will be physically located in Vermont and to remote positions that will predominantly perform work for an office or work location physically located in Vermont.
  • The Massachusetts Frances Perkins Workplace Equity Act (effective October 29, 2025) will require employers with 25 or more employees in Massachusetts to disclose pay ranges in job postings.  Employers also must disclose pay ranges to employees offered promotions, transfers, or new positions with different responsibilities.  The law is silent as to whether it applies to jobs performed outside Massachusetts.  The law separately will require employers that have 100 or more employees and are subject to federal EEO-1 reporting obligations to file the EEO-1 wage data report with the state.

Continue Reading New Pay Transparency Laws Effective in 2025

As discussed in our prior post, the U.S. Department of Labor (DOL) issued a final rule earlier this year that increased the salary thresholds required to classify certain employees as exempt from overtime pay requirements under the Fair Labor Standards Act (FLSA).  On November 15, 2024, the federal district…

Continue Reading Federal District Court Vacates Biden’s DOL Overtime Rule