- President Trump Issues ‘Executive Order on Regulatory Relief To Support Economic Recovery’ >
- SEC Extends Relief for Virtual Meetings of Fund Boards >
- No-Action Relief Statement on SEC Filing Signature Requirements >
- Staff Statement Regarding Temporary International Mail Service Suspensions to Certain Jurisdictions Related to the COVID-19 Pandemic >
- SEC Issues Risk Alert: Select COVID-19 Compliance Risks and Considerations for Broker-Dealers and Investment Advisers >
Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season
September 30, 2020 - Quarterly Insights
Although the future of the COVID-19 pandemic and the prospects for in-person shareholder meetings are unclear, companies have the ability to plan for virtual shareholder meetings in a more orderly and methodical fashion than they did for 2020 meetings. Companies may want to engage with their shareholders now to obtain investor feedback and prepare for “virtual proxy season 2.0.”
French companies’ annual general shareholders’ meetings season has begun, in the midst of the ongoing COVID-19 pandemic. Directors must take into account a wide range of recommendations, requests and regulations when determining whether, under the circumstances, distributions to shareholders are in the best interests of their companies.
In response to coronavirus pandemic-related business challenges, the U.S. Securities and Exchange Commission has issued guidance and several exemptive orders to provide regulatory flexibility to registered open-end funds, registered closed-end funds, business development companies and unit investment trusts, as well as to market participants generally in a manner relevant to these types of funds. Such relief includes measures relating to board and shareholder meetings, delivery of prospectuses, proxy materials and shareholder reports, the timing of certain Investment Company Act and Exchange Act filings, and temporary interfund lending arrangements. Each measure is subject to specific conditions.
On April 6, 2020, the governor of Delaware issued an executive order addressing the notice requirement for public companies that switch their stockholders’ meetings from a physical location to a “virtual” meeting by means of remote communications, as a result of the public health threat caused by the COVID-19 pandemic.
COVID-19: Russia Update
April 3, 2020
In our first update on the impact of COVID‑19 in relation to the Russian market, we consider contract implications, changes to Russian corporate and securities laws, recent response measures adopted by the Russian government and general trends.
On March 25, 2020, the French government adopted governmental ordinance No. 2020-321 adapting the rules regarding shareholders’ and board meetings to address concerns raised by the coronavirus pandemic. The ordinance implements several temporary measures to help ensure that listed companies are not paralyzed by the current lockdown.
Answers to AGM Questions Raised by the COVID-19 Pandemic
March 25, 2020
We answer some of the key questions being asked by U.K. public companies as they prepare for this year’s annual general meeting season while facing a number of unprecedented challenges caused by the COVID-19 pandemic.
March 18, 2020
The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks, we have offered client mailings and webinars on COVID-19-related topics, and we will work to keep you informed of important developments as these issues evolve. Included below are updates to our recent commentary, with answers to questions we have been receiving.
On March 27, 2020, Germany passed the act on Reducing the Impacts of the COVID-19 Pandemic on German Civil, Insolvency and Criminal Procedure Law, which includes temporary measures to ease the consequences of the pandemic on German corporations. Included in the law are provisions facilitating virtual general meetings for German stock corporations. Companies and directors should be aware of the requirements and practical considerations of doing so.
On June 23, Skadden held a webinar titled “A Candid Conversation With Investors: Expectations for Executive Compensation During Uncertain Times,” in which representatives from Institutional Shareholder Services (ISS), Glass Lewis and BlackRock joined Skadden attorneys to discuss appropriate and timely responses for handling compensation challenges during the pandemic, as well as market trends and best practices for addressing the crisis with creativity and flexibility.
On May 28, Skadden held a webinar titled “Safe Harbors: Potential Federal and State Protections Against COVID-19 Litigation.” Topics included possible statutory and regulatory safe harbors against exposure claims, protections against product liability claims and measures that could discourage meritless filings. Skadden participants included mass torts, insurance and consumer litigation head John Beisner, co-deputy securities litigation head Susan Saltzstein, and partners Jessica Miller and Geoffrey Wyatt.
Litigation, Exposure and Insurance During the COVID-19 Pandemic On May 18, Skadden and Marsh held a webinar titled “Litigation, Exposure and Insurance During the COVID-19 Pandemic,” focusing on litigation trends stemming from the pandemic, insurance-related issues that may arise from these claims and strategies for advocating through these issues to maximize coverage. Panelists included Skadden litigation partners Marcie Lape and Amy Van Gelder, as well as Machua Millet, chief innovation officer, financial and professional liability, at Marsh.
On April 29, Skadden held “Electronic Discovery and Technology Challenges During the COVID-19 Pandemic,” a webinar focused on several unique discovery and technology challenges that have emerged as the COVID-19 pandemic continues to disrupt the conduct of litigation. Speakers from Skadden’s E-Discovery Committee discussed managing deadlines and expectations in the current climate; court experiences during the pandemic; the future of video depositions, witness interviews and trials; working with e-discovery vendors; and legal technology tips. Speakers included partners Richard Bernardo and Peter Morrison, counsel Robin Shah, discovery counsel Patricia McNulty and assistant director Steven Shankroff.
Preparing Securities Disclosures During the COVID-19 Crisis
April 16, 2020
On April 16, Skadden held a webinar, “Preparing Securities Disclosures During the COVID-19 Crisis,” addressing a range of topics on preparing for adjustments related to reporting obligations amid the COVID-19 pandemic and answering some of the most frequently asked questions about the potential reporting implications of the coronavirus. The discussion included, as moderator, Skadden partner Brian Breheny and, as panelists, Skadden partners Laura Kaufmann Belkhayat and Colleen Mahoney and Ernst & Young partner Steven Jacobs.
On April 1, Skadden presented “Special Political Law Considerations When Interacting With Government Officials Regarding COVID-19,” a webinar focused on the importance of complying with the numerous rules that regulate interactions with public officials and other issues arising out of the COVID-19 crisis. Speakers included partner Ki Hong and counsel Charles Ricciardelli and Tyler Rosen.
On March 31, Skadden presented a special COVID-19 edition of “This Month in Intellectual Property,” our monthly webinar for IP practitioners and in-house counsel. The webinar focused on the status of IP court and administrative proceedings in light of the outbreak, the disease’s impact on licensing and other IP agreements, issues concerning the virus itself and patenting of COVID-19 treatments, and guidelines for employers on protecting their trade secrets. Speakers included partners Anthony Dreyer, Douglas Nemec and Anthony Sammi and associate Leslie Demers.
CARES Act: Governmental Relief Programs for Businesses
March 30, 2020
On March 30, Skadden presented “CARES Act: Governmental Relief Programs for Businesses,” a webinar on the series of lending programs that are a central component of the Coronavirus Aid, Relief and Economic Security Act. Speakers included partners John Beisner, Jamie Boucher, Brian Christiansen, Seth Jacobson and Eric Sensenbrenner.
COVID-19: The Mass Torts and Consumer Class Action Horizon
March 27, 2020
On March 27, Skadden presented “COVID-19: The Mass Torts and Consumer Class Action Horizon,” a webinar on the threat of tort- or statute-based lawsuits in the coming months and years as the impact of the coronavirus expands. Topics included personal injury litigation, class actions alleging economic loss, and emerging legislative and regulatory developments that could help limit liability for companies whose businesses have been disrupted by the pandemic or that are responding to the spread of COVID-19. Speakers included partners John Beisner, Allison Brown, William McConagha, Jessica Miller and Geoffrey Wyatt.
COVID-19: Assessing Services and Outsourcing Agreements
March 26, 2020
On March 26, Skadden presented “COVID-19: Assessing Services and Outsourcing Agreements,” a webinar on assessing rights and obligations under commercial contracts, including services and outsourcing agreements, during the COVID-19 pandemic. The webinar covered unique issues stemming from the pandemic regarding contract interpretation and implementation. Speakers included intellectual property and technology co-head Stuart Levi, partner Jose Esteves, and counsel Ken Kumayama and James Talbot.
On March 23, Skadden presented a webinar titled “COVID-19: Assessing Decisions on Performance and Exposure in Commercial Agreements and Credit Facilities.” The program focused on the factors companies must consider regarding their and their counterparties’ performance under many different types of agreements as the COVID-19 virus continues to affect the world. Speakers included Skadden partners Julie Bédard, John Beisner, Seth Jacobson and Scott Musoff, as well as Deloitte partners Kirk Blair and Bryan Foster.
COVID-19: Employment and Cybersecurity Considerations
March 17, 2020
On March 17, Skadden held a webinar, “COVID-19: Employment and Cybersecurity Considerations,” on the employment- and cybersecurity-related issues that companies may encounter as the coronavirus increasingly impacts the workforce. Topics included cybersecurity risk, remote work and impact on compensation programs in the current climate. Speakers included partners William Ridgway, Erica Schohn and David Schwartz, of counsel Helena Derbyshire and associate Anne Villanueva.
The Impact of COVID-19 on Mergers & Acquisitions
March 12, 2020
On March 12, Skadden held a webinar, “The Impact of COVID-19 on Mergers & Acquisitions,” on the challenges that could arise in mergers and acquisitions amid the economic uncertainty in the wake of the coronavirus’ spread. Speakers included partners Alexandra McCormack, Sonia Nijjar and Paul Schnell.