Recent Developments Regarding Virtual Shareholder Meetings: Legal Considerations in Light of COVID-19 and New SEC Guidance

Sullivan & Cromwell LLP - March 18, 2020

As 2020 annual shareholder meeting dates draw closer, many companies are considering the feasibility of implementing virtual shareholder meetings due to the public health concerns associated with the COVID-19 pandemic (“Coronavirus”). Several high-profile companies have recently filed proxy statements stating that they will conduct their annual meetings virtually, or that they preserve their option to switch from a physical meeting to a virtual meeting at a later date. As companies evaluate these approaches, it is important to consider the legal requirements under federal regulations (particularly the latest SEC guidance), state law and a company’s own governing documents.