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
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...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
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
In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors? ...more
State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not...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
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
The SEC staff has further updated its relief and guidance for public company shareholder meetings in light of COVID-19 concerns (see: https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns)....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
The COVID-19 crisis is having a very substantial impact on many businesses. On a daily basis, they are struggling to continue their operations while facing mounting economic losses and ongoing cash flow shortfalls. A number...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more
As social distancing policies and mandates continue to take hold across the country, companies are grappling to understand the implications of these measures on their business. One compliance issue to resolve is that...more
Travel restrictions, quarantines, office closures and social distancing associated with the novel coronavirus (COVID-19) are rapidly disrupting normal business operations throughout the United States, and these disruptions...more
The SEC staff issues guidance to assist issuers with annual meeting changes to deal with the evolving COVID-19 situation, but SEC regulations are not the only concerns companies have to address. Some companies may have to...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more