Shareholder proposal rule
Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
The Massachusetts Legislature recently extended the provisions of a special act that allows Massachusetts public companies and Massachusetts non-profit corporations to hold shareholder and member meetings entirely remotely....more
Last year, the California legislature enacted AB 663 (Chen) in order to provide California corporations with greater flexibility to hold virtual-only meetings of shareholders. Among other things, AB 663 amended Corporations...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
Following an accelerated legislative procedure, the Temporary Act COVID-19 came into force in April 2020. The Act has retroactive effect until and including 16 March 2020. This "Emergency Act" provides, among other things,...more
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual...more
Due to the COVID-19 pandemic, many companies are holding their annual stockholder meetings through either virtual or remote channels of communication (“virtual meeting”). Of those companies holding virtual meetings, a large...more
Because of the rapid shift from in-person to virtual annual meetings mandated by COVID-19 health and safety concerns, many companies held first-time virtual-only meetings, with both management and shareholders exploring the...more
Since our last Client Alert on Practical considerations: the impact of COVID-19 on the holding of annual general meetings, the UK Government has issued its compulsory "Stay at Home Measures" prompting ICSA to issue...more
Among the many challenges companies are facing during the COVID-19 pandemic is how to conduct their shareholder meetings. Current social distancing requirements are effectively forcing companies to choose between postponing...more
In these unprecedented times of “shelter in home” orders, remote working, and other strategies Americans are taking to mitigate the risks associated with COVID-19, we anticipate that many organizations will decide to...more
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
In light of Coronavirus Disease 2019 (“COVID-19”), the Securities and Exchange Commission (“SEC”) recently released guidance to assist public companies with their upcoming annual shareholder meetings. As explained in the...more
COVID-19 RELATED DEVELOPMENTS - SPECIAL REGULATORY UPDATE - SEC Updates Investment Company Act Exemptive Order in Response to COVID-19 - On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued an...more
Canadian public companies typically look to their federal or provincial governing statutes for timeline requirements regarding their annual general meeting (AGM). Generally, business corporation legislation requires an AGM to...more
In our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, we discussed some of the practical steps that public companies can take to hold annual meetings in light of the...more
In light of the impacts of COVID-19, the Hong Kong government has followed the footsteps of other countries to implement laws and regulations to limit the size of gatherings. A company should now rethink whether options other...more
On March 27, 2020, Germany passed a package of COVID-19-related amendments that apply to various areas of the law, with some important aspects already put into effect in the country on March 28, 2020. Included in the act on...more
In our first update on the implications of COVID 19 in relation to the Russian market, we consider: - contract implications, including: - the need for a detailed review of essential contracts; and - virtual signings...more
As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more