NEW: Back to the Future? Reclaiming Shareholder Democracy Through Virtual Annual Meetings examines stockholder voting turnout and voting outcomes at annual meetings between March and June 2020 in comparison with prior years, noting differences in turnout and approval rates depending on use of hybrid, in-person, telephonic, or interactive video, market capitalization; and proposal topics.
Mayer Brown discusses implications of the coronavirus pandemic, including the likelihood that companies may wish to use virtual stockholder meetings in 2021, proxy disclosures regarding the effects of the pandemic, and other likely proxy disclosure issues for which companies may wish to begin preparation in 2021 Proxy and Annual Report Season: Time to Prepare.
Skadden suggests, given uncertainty to the ongoing consequences of the coronavirus pandemic in 2021, that companies begin to consider and plan for effective use of virtual stockholder meetings in the 2021 in Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season.
How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice evaluates the conduct of virtual stockholder meetings following shifts from in-person meetings in response to the coronavirus pandemic, finding decreases in meeting length and discussion of various topics that suggest virtual meetings increase potential stockholder participation by reducing costs, but that in practice, less time has been spent addressing stockholder concerns.
Stockholder and sustainable investment organizations write to the SEC to raise concerns based on recent experience with widespread use of remote virtual platforms to conduct stockholder meetings in Letter to Clayton and Hinman on Virtual and Hybrid Meetings.
Soundboard Governance discusses use of remote, virtual platforms to conduct stockholder meetings following recent increases in use in Key Takeaways and Best Practices from Virtual Shareholders Meetings in 2020.
Vorys discusses the use of virtual board meetings, their management, and how mitigate additional risks they pose in Virtual board meetings and risk mitigation during Covid-19.
Broadridge provides statistics on virtual stockholder meetings it hosted between January 1 and May 22, 2020, representing a more than 6X increase over the same period in 2019, at Broadridge Virtual Shareholder Meetings (“VSMs”): Preliminary Statistics.
Wachtell discusses increases in the use of virtual annual meetings during the coronavirus meeting, and the first virtual meeting used in a proxy contest in Lessons From the Future – The First Contested Virtual Annual Meeting.
Cleary Gottlieb reports that New York’s Governor Cuomo has issued Executive Order 202.18, Continuing Temporary Suspension and Modification of Laws Relating to the Disaster Emergency (New York, Apr. 16, 2020), extending his previous Executive Order 202.8, Continuing Temporary Suspension and Modification of Laws Relating to the Disaster Emergency (New York, Mar. 23, 2020), which suspended New York’s Business Corporation Law Sections 602(a) — requiring physical stockholder meetings — and 605(a) and (b) — requiring prior notice of annual meetings and adjournments — “to the extent they require meetings of shareholders to be noticed and held at a physical location.” Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings.
Olshan discusses Delaware Governor Carney’s a Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Apr. 6, 2020), which authorized Delaware corporations to switch noticed in-person stockholder meetings to remote virtual meetings of adjourn them in favor of a later remote meeting, which it commended as preferable to a proposed emergency amendment to 8 Del. C. § 110, which would give broads discretion to postpone annual meetings irrespective of whether an emergency prevented a quorum from being convened in Delaware Emergency Order: Remote Shareholder Communication Meetings.
Sheppard Mullin discusses considerations regarding the use of virtual stockholder meetings, including hybrid meetings that can be attend either in-person or remotely, in Virtual and Hybrid Shareholder Meetings in the Era of COVID-19: What Public Companies Need to Know.
UCLA Law Professor Stephen Bainbridge discusses recent sources of authority for conducting virtual stockholder meetings, and suggests a platform offered by Broadridge for conducting virtual meetings in Conducting the Annual Shareholder Meeting during the COVID19 Pandemic.
ISS discusses SEC guidance regarding the conduct of virtual stockholder meetings in Annual General Meetings & COVID-19.
Delaware Governor John Carney, in a Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Apr. 6, 2020), noting that the Delaware General Corporation Law does not address certain aspects of stockholder meetings implicated by a public health emergency, provides rules governing notice of changes of physical meetings to meetings conducted by remote communications, and adjournment of scheduled meetings.
Cleary Gottlieb discusses adjournment of scheduled stockholder meetings and conversion of scheduled stockholder meetings to virtual meetings, and related notice and procedural requirements under Delaware and New York law in Coronavirus & Postponing/Adjourning Annual Meetings and Coronavirus & Virtual Annual Meetings.