Coronavirus (COVID-19) is having an unprecedented impact on the world’s economy, including historic stock market declines, a virtual standstill in business and leisure travel, closures of schools and businesses, and a focus on “social distancing” through remote working (or not working at all). These shocks are being felt acutely by public company boards of directors and management as they carefully consider how to navigate a business and risk environment of first impression while continuing to comply with their obligations to their shareholders under federal securities laws and regulations and state corporate law. This client alert highlights some of the key issues that public companies should be considering during these challenging times.
ANNUAL MEETINGS IN A WORLD WITHOUT MEETINGS
The COVID-19 pandemic is occurring in the middle of proxy season, when many public companies have already mailed or will shortly be mailing proxy statements to their shareholders for their upcoming annual meetings. However, particularly with multiple states having already banned large group meetings and the White House issuing guidelines recommending Americans avoid gathering in groups of more than 10 people, many public companies are appropriately concerned regarding their ability to hold in-person annual meetings and public perception if online options are not made available.
To read the full article by Heyward Armstrong, Amy Batten and David Fussell of Ally Law member firm Smith Anderson, including a detailed review of options for public companies, recent SEC staff guidance, recommendations for boards and senior management that have not yet filed proxy materials, and an analysis of ongoing disclosure considerations and risk management issues, click here