On April 6, 2020, Delaware Governor John Carney issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware (the “Modification”). The Modification has significant implications for Delaware corporations dealing with the impact of the COVID-19 pandemic.
Specifically, the Modification permits Boards of Directors of Delaware corporations subject to the reporting requirements of § 13(a) or § 15(d) of the Securities Exchange Act of 1934 (the “Act”) to:
- Change a meeting currently noticed for a physical location to a meeting conducted solely by remote communication;
- Adjourn a meeting currently noticed to another date or time, to be held by remote communication, if it is impracticable to convene the currently noticed meeting at the physical location for which it has been noticed due to the COVID-19 pandemic; and
- Notify stockholders of the change in meeting location solely by a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to § 13, § 14 or § 15(d) of the Act and a press release, which shall be promptly posted on the corporation’s website after its release.
