June 29, 2020
June 22, 2020
- PPP Loan Forgiveness Application Forms Updated and Streamlined
- Nevada Division of Insurance to Disallow Policy Exclusions Related to COVID-19
- CDI Announces New Order Regarding Workers’ Compensation Premium Savings for CA Businesses Affected by COVID-19
june 15, 2020
june 10, 2020
- Note to the SBA: Debtors in Bankruptcy Are Eligible for PPP Loans
- California Modifies the Tolling of Statutes of Limitations in Civil Cases
june 8, 2020
- CCPA Enforcement Date Fast Approaching Regardless of COVID-19
- Hotels in California May Be Days Away From Reopening: What Hoteliers Need to Know
June 4, 2020
may 29, 2020
may 28, 2020
- House Introduces Pandemic Risk Insurance Act of 2020 in the Wake of COVID-19 Business Interruption Claims
may 27, 2020
- Hoteliers Beware: a Return to Business Post-Pandemic Brings With It Potential Legal Liability
- House Contemplates Revisions to the Paycheck Protection Program
may 15, 2020
may 14, 2020
- U.S. House Democrats Introduce HEROES Act, a New $3T Stimulus Package
- SAFE Banking Act for Cannabis-Related Businesses Included in the HEROES Act
may 12, 2020
may 8, 2020
- Treasury and the SBA Issue Guidance Regarding the Employee Retention Credit
- Businesses Reopen in Los Angeles County as Stage 2 of California’s Statewide Plan Begins
- Update: Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. County Ordinance
may 6, 2020
- SBA Extends PPP Certification Safe Harbor to May 14
- A 2008 Redux: IRS Provides Temporary Cash/Stock Dividend Relief for Publicly Offered REITs and RICs
- EPLI Insurance and Employee Benefits in the Age of the Coronavirus
may 5, 2020
- Update: PPP Guidance Issued by the SBA and U.S. Treasury at Odds With the CARES Act—Michelman & Robinson Files First-of-Its-Kind Lawsuit Challenging FAQs
- NAIC Issues Business Interruption Data Call in the Wake of COVID-19
may 4, 2020
- PPP Guidance Issued by the SBA and U.S. Treasury at Odds With the CARES Act—Michelman & Robinson Files First-of-Its-Kind Lawsuit Challenging FAQs
may 1, 2020
april 29, 2020
- Planning for Your Employees' Return to the Workplace
- Los Angeles Hospitality Workers Among Those Thrown a Potential Lifeline
april 24, 2020
- Attention Cannabis Businesses: Hope May Be on the Horizon for Federal COVID-19-Related Relief
- California Department of Insurance Issues Notice Granting Tax-Filing Extension in Response to COVID-19
- SEC Approves Amendments to Nasdaq and NYSE Continued Listing Requirements Due to the COVID-19 Pandemic
April 23, 2020
april 21, 2020
- Additional Funding Is on the Way to Resurrect the PPP
- Certifying Your PPP Loan: Proceed With Caution
april 17, 2020
april 16, 2020
- Employment in the Wake of Coronavirus: EEOC and OSHA Guidance Allows Employers to Go Where They Could Not Go Before
- New Yorkers Ordered to Stay at Home Even Longer Amid the COVID-19 Crisis
- Paycheck Protection Program Funds Exhausted
april 15, 2020
- Attention Insurers: the CDI Has Ordered You to Fairly Investigate All Business Interruption Insurance Claims Caused By the COVID-19 Outbreak
April 14, 2020
- Insurance Companies Have Been Ordered to Provide COVID-19-Related Premium Relief to Businesses and Drivers in California
- What to Do If Your New York Business Has Been Deemed Non-Essential
APRIL 13, 2020
- IP Deadlines and Fees Extended Under the CARES Act
- Employment in the Wake of Coronavirus: Reintegrating Your Workforce in the New Normal
APRIL 10, 2020
- You Successfully Applied for and Received a PPP Loan Under the CARES Act: Now What?
- Safer at Home Order in L.A. Extended to May 15
- Maintaining Your Trade Secrets During the Coronavirus Crisis
APRIL 9, 2020
april 8, 2020
- Congress Looks to Bolster the PPP With Another $250B in Funding
- U.S. Treasury Provides Further Guidance to PPP Borrowers and Lenders
- L.A. Mayor Amends COVID-19-Related Paid Sick Leave Ordinance
april 7, 2020
- Clarifying the Paycheck Protection Program: Payment of Insurance Premiums and Loan Forgiveness under the CARES Act
April 3, 2020
april 2, 2020
april 1, 2020
March 31, 2020
march 30, 2020
- Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. Ordinance
- Insurance Coverage Potentially Triggered by COVID-19
- Attention Insurers: CDI Orders Mandatory Call for Business Interruption Coverage Information in the Wake of COVID-19
- DOL Is Requiring Employers to Post Families First Employee Rights Notice
March 27, 2020
- A Comprehensive Guide to Understanding Coronavirus-Related State Assistance Programs: Who is Giving What to Whom (Part II)
- IRS Releases “People First Initiative” Temporarily Adjusting and Suspending Key Compliance Actions
- HHS Relaxing Enforcement of HIPAA to Facilitate Sharing of Information During the COVID-19 Crisis
March 26, 2020
march 25, 2020
march 24, 2020
- Navigating the Coronavirus Pandemic: a Critical Business Review Checklist
- SBA Loans for Companies Impacted by Coronavirus
- SEC Relaxes Federal Proxy Rules for Annual Meetings
march 23, 2020
- Federal Reserve Responds Boldly to Coronavirus-Related Economic Downturn
- The Number of Jurisdictions Implementing Stay-at-Home Orders Is Increasing Exponentially
- Michelman & Robinson’s Guide to Coronavirus-Related Paid Sick Leave and Unemployment Insurance Laws in the Tri-State Area
MARCH 21, 2020
- New Jersey Orders Its Residents to Stay Home
- “Essential Businesses”— What if I am Stopped?
- The IRS and States Provide Tax Relief in the Wake of the Coronavirus Pandemic
MARCH 20, 2020
- New York Governor’s PAUSE Order
- Illinois Governor’s Statewide Stay-at-Home Order
- Force Majeure Clauses in Commercial Real Estate Contracts
MARCH 19, 2020
- SEC Provides Regulatory Relief for Public Reporting Companies
- Student Loan Borrowers Can Breathe a Sigh of Relief, At Least Temporarily
- California Governor's Statewide Stay-At-Home Order
MARCH 18, 2020
- "Shelter in Place" Orders
- Telecommuting in the Age of Coronavirus
- Families First Coronavirus Response Act Just Passed by the Senate and Signed Into Law by the President
MARCH 17, 2020
- M&R Coronavirus Risk Mitigation Team: A Multi-Disciplinary Legal Team Ready To Immediately Address A Host Of Coronavirus-Related Issues for Businesses, Quickly And Holistically
MARCH 16, 2020
MARCH 5, 2020
SEC Relaxes Federal Proxy Rules for Annual Meetings
MARCH 24, 2020
The Securities and Exchange Commission recently issued an order granting certain companies relief from complying with some federal proxy rules for annual meetings in light of health, transportation and other logistical issues raised by the spread of COVID-19.
Under Section 12 of the Exchange Act of 1934, as amended, when issuers solicit proxies from their shareholders, they are required to follow the proxy rules, including delivery of proxy materials (e.g., proxy statements and proxy cards). The SEC’s order allows all issuers to change the date, time and location of their annual meetings without having to strictly comply with applicable delivery requirements.
Michelman & Robinson explains in question and answer form.
Q. Our publicly reporting company is scheduled to hold its annual meeting and we need to change the date, time or location, how do I get the word out to shareholders?
A. Normally, publicly reporting companies would be required to file any changes to their annual meeting schedule with the SEC and adhere to certain mail delivery requirements. Now, however, as a result of the coronavirus outbreak, many companies need to either change the date and time of previously scheduled annual meetings, or change the format from on-site to virtual attendance only. The SEC has responded by setting forth modified guidance on how issuers can amend their proxy materials.
Going forward, an issuer wanting to take advantage of the SEC’s relaxed rules should take the following actions:
- Issue a press release announcing the coronavirus-related change in schedule or meeting logistics
- File the announcement as a definitive additional soliciting material on EDGAR
- Take all reasonable steps necessary to inform other intermediaries and other relevant market participants, including the proxy service provider and the issuer’s national securities exchange, of the announced change
Q. Can all publicly reporting companies take advantage of the SEC’s guidance on virtual meetings?
A. Before utilizing the SEC’s virtual meeting guidance, issuers need to review applicable state law, as well as their bylaws, to make sure that virtual meetings are permissible pursuant to governing rules. For example, virtual meetings are permissible under Delaware, Tennessee and Maryland law; however, Georgia and South Carolina allow for in-person meetings only. Certain states, such as New York and North Carolina, allow for hybrid meetings (where some are present in person and others participate remotely), while California requires prior shareholder consent in order to hold an annual meeting virtually. As such, a careful review of state law is necessary prior to determining whether your company can legally hold a virtual annual meeting, which review should include consideration of any current guidance that might allow leeway for holding virtual meetings in light of the pandemic.
Q. When do I need to take the above action?
A. The short answer is as soon as possible. After a company’s board of directors and management have determined to change the date, time or location of a previously scheduled annual meeting, the company should promptly disclose that information by way of a press release and by filing the definitive additional solicitation material on EDGAR. In the event an issuer has not yet filed a proxy statement with the SEC, it should consider including a disclosure that, in light of the COVID-19 pandemic, the issuer may need to change the date and/or location of its annual meeting and that any such disclosure will be made by issuing a press release and by EDGAR filing only, so that any market participants will be alerted to check for such information. Given the current landscape, it may be advisable to assume that any shareholder meeting scheduled for the near term should be held by virtual means only, unless planned for some months in the future. The SEC has advised that each issuer should individually evaluate its situation and determine its disclosure requirements in light of such circumstances.
Q. My company usually holds its annual meeting telephonically, as well as having management meet in person. What is the difference in having a virtual meeting as opposed to a combined telephonic and in-person meeting?
A. There is no substantial difference, aside from all participants in the meeting participating virtually by using Zoom or similar technology. Most importantly, when deciding to hold a virtual meeting, the issuer must provide the means for all shareholders to participate—including the opportunity for shareholders to ask questions—just as they would be allowed to do in person or during a meeting held telephonically. The takeaway: your company should ensure that it uses technology that will facilitate full shareholder participation.
Q. What companies will most likely be impacted by the SEC’s order?
A. Due to ongoing “shelter-in-place” and “stay-at-home” orders that are in effect for much of the country, the SEC guidance is likely to affect any companies that (1) have already filed their proxy materials with the SEC or (2) plan to hold their annual meetings over the next few months.
As the COVID-19 pandemic evolves over the next few weeks, it is likely that guidance coming from the SEC will as well. The corporate and securities professionals at M&R will continue to monitor the agency and report on any additional orders or extensions of significance.
We are working diligently to keep our clients up to date on coronavirus-related developments. Nevertheless, these developments are changing daily and, in some cases even hourly, so it is important that you make sure you are dealing with the most current information. That being said, this alert is not offered, and should not be relied on, as legal advice. You should consult an attorney for guidance and counsel regarding any specific concern or situation.