To assist our clients as they navigate rapidly shifting complexities, our Corporate Governance Group has prepared an ongoing series of Memos, Podcasts and Webinars. Topics include key considerations for public companies as they prepare to report disclosures and financial results throughout 2020, guidance on conducting shareholder meetings and the changing landscape of shareholder activism as the market begins to recover.








Partner Contacts: Nicolas BourtinCatherine M. ClarkinJared M. FishmanJulia M. JordanMarc Treviño and Benjamin H. Weiner


RECENT CLIENT GUIDANCE
 

NYSE Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule

May 21, 2020 – In light of the impact of the COVID-19 pandemic, the New York Stock Exchange LLC filed notice of a proposed rule change on May 14 with the Securities and Exchange Commission, which became effective immediately. Specifically, Section 312.03T (the “Temporary Rule”) of the NYSE Listed Company Manual (the “Manual”) provides a limited temporary exception from the application of the shareholder approval requirements in Section 312.03 of the Manual—also known as the “20% Rule”—and a limited attendant exception from the requirements of Section 303A.08 of the Manual (Shareholder Approval of Equity Compensation Plans). The Temporary Rule is substantially similar to Nasdaq Listing Rule 5636T, which was filed by The Nasdaq Stock Market LLC on May 4, 2020.

Read our Memo
 

NASDAQ Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule

May 11, 2020 – In light of the impact of the COVID-19 pandemic, The Nasdaq Stock Market LLC ("Nasdaq") filed notice of a proposed rule change on May 4 with the Securities and Exchange Commission ("SEC"), which became effective immediately.1 Specifically, Listing Rule 5636T (the "Temporary Rule") provides a limited temporary exception to the shareholder approval requirements in Listing Rule 5635(d)—also known as the "20% Rule"—and a limited attendant exception for Listing Rule 5635(c) (Equity Compensation).2 Any securities issued in reliance on the exception must be issued by the later of June 30, 2020 and 30 calendar days following the date of the binding agreement governing the issuance, in each case, after the company has submitted a certification of its compliance with the requirements of the Temporary Rule to Nasdaq by the earlier of June 30, 2020 and two business days before the issuance of the securities. The SEC is soliciting comments on the Temporary Rule for 21 days following publication in the Federal Register.

Read Our Memo


Week of April 6, 2020

April 9, 2020 – Impact of COVID-19 on Quarterly Reporting; New Statement from SEC Chairman and Director of Division of Corporation Finance (Memo)

April 9, 2020 – SEC Staff Updates COVID 19 Shareholder Meeting Guidance: Updated Guidance Relaxes Notice and Access Timing Requirements When Delays Are Unavoidable (Memo)

April 9, 2020 – ISS Announces Policy Guidance on the Impact of the COVID-19 Pandemic (Memo)

April 6, 2020 – Frank Aquila and Melissa Sawyer Author Corporate Secretary Article on Activism After the Pandemic (Article)

April 6, 2020 – Melissa Sawyer Discusses Post-Pandemic Activism With Acuris (Memo)

April 6, 2020 – S&C Critical Insights – Considerations for Directors During COVID-19 (Podcast)

Week of March 30, 2020


April 3, 2020 – California Governor Issues Executive Order Relating to Virtual-Only Shareholder Meeting Requirements for California Corporations (Memo)

April 2, 2020 – Corporate Governance Considerations During the COVID-19 Pandemic (Memo)

April 1, 2020 – S&C Critical Insights – Using Rights Plans To Preserve Net Operating Losses Under COVID-19 (Podcast)

March 31, 2020 – Frank Aquila and Melissa Sawyer Present PLI Briefing on Impact of the COVID-19 Pandemic on Current Shareholder Activism Environment (Speaking Engagement)

March 30, 2020 – Heightened Cybersecurity Risks Resulting from COVID-19’s Effects on Operations (Memo)
 

Week of March 23, 2020


March 27, 2020 – French Government Adopts Measures Regarding Shareholders' Meetings and Board Meetings in Response to COVID-19 (Memo)

March 26, 2020 – S&C Critical Insights – Germany Introduces Online-Only Shareholders’ Meetings in Response to COVID-19 (Podcast)

March 26, 2020 – Impact of COVID-19 on Shareholder Activism and Unsolicited Offers: Considerations for U.S. Public Companies (Memo)

March 25, 2020 – Germany Introduces Online-Only Shareholders’ Meetings in Response to COVID-19 (Memo)

March 23, 2020 – Remote Notarizations in New York: Governor Cuomo Issues Executive Order Permitting Notarization via Audio-Video Technology through April 18, 2020 (Memo)

March 23, 2020 – S&C Critical Insights – Disclosure Considerations for Senior Executive Illness Due to COVID-19 (Podcast)

March 23, 2020 – S&C Critical Insights – Recent Developments Regarding Virtual Shareholder Meetings (Podcast)
 

Week of March 16, 2020


March 21, 2020 – Update: New York Governor Issues Executive Order Expressly Permitting Virtual-Only Meetings Until April 19, 2020 for New York Corporations (Memo)

March 20, 2020 – Senior Executive Illness Due to COVID-19: Disclosure Considerations for U.S. Public Companies (Memo)

March 18, 2020 – COVID-19: Corporate Governance Considerations in Response to COVID-19 Outbreak (Memo)

March 18, 2020 – S&C Critical Insights – Recent Developments Regarding Virtual Shareholder Meetings (Podcast)

March 18, 2020 – Recent Developments Regarding Virtual Shareholder Meetings: Legal Considerations in Light of COVID-19 and New SEC Guidance (Memo)