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


S&C Critical Insights – Emerging Business Continuity Planning for Boards During COVID-19 

July 24, 2020 – In this episode of S&C’s Critical Insights podcast series, M&A partners Eric Krautheimer and Melissa Sawyer discuss business continuity planning in light of the COVID-19 pandemic. Eric and Melissa review proactive steps boards can take in the best interest of their corporation while fulfilling their role as fiduciaries.

Listen to our Podcast

S&C Critical Insights – Best Practices for Boards Navigating Bankruptcy 

July 2, 2020
– In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer and Marc Treviño, co-chairs of the Firm’s Corporate Governance practice, discuss best practices for boards of companies facing bankruptcy. The COVID-19 pandemic has forced many companies across a range of sectors to confront insolvency issues. Marc and Melissa provide an overview of the fiduciary duties of directors in these situations and identify potential opportunities and pitfalls.

Listen to our Podcast

SEC Issues Additional COVID-19 Disclosure Guidance

June 25, 2020 –
On June 22, the SEC issued additional guidance (“Disclosure Guidance Topic No. 9A”) setting forth further views of the Division of Corporation Finance regarding operations, liquidity and capital resources disclosures that companies should consider with respect to business and market disruptions related to COVID-19.  Disclosure Guidance Topic No. 9A supplements Disclosure Guidance Topic No. 9, which provided the Division of Corporation Finance’s initial views on disclosure and other securities law obligations that companies should consider with respect to COVID-19, and is discussed in our memorandum to clients dated March 30, 2020, available here.

Read our Memo

Week of May 18, 2020

May 21, 2020 – NYSE Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule (Memo)

May 18, 2020 – Frank Aquila, Melissa Sawyer and Ashlyann Harrison Look at Fiduciary Duties in the Zone of Insolvency for Bloomberg Law (Article)

Week of May 11, 2020

May 15, 2020 – Krishna Veeraraghavan, Scott Crofton and Lee Parnes Explain COVID-19 Risks Facing Boards in Corporate Secretary (Article)

May 11, 2020 – 
NASDAQ Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule (Memo)

Week of April 27, 2020

May 1, 2020 – Proposed Pandemic Anti-Monopoly Act (Memo)

April 30, 2020 – Sustainable Finance Update: EU Taxonomy, Updated Equator Principles, New Actions by Securities Regulators and Other Recent Developments (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 (Article)

April 6, 2020 – COVID-19 Risk Factor and Other Disclosure Considerations for Banking Institutions (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)

March 30, 2020 –
M&A During the COVID-19 Crisis —European Commission Encourages Protection of Critical Assets by EU Member States (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 27, 2020 – 
Using Rights Plans to Preserve Net Operating Losses (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 25, 2020 – 
Guidance for California Financial Institutions Regarding COVID-19 Pandemic (Memo)

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

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

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