Practice Area Blogs & Digests

The world has certainly changed since March 12, 2020, when The Ticker first noted rising interest in virtual shareholder meetings (VSMs) due to COVID-19. According to updated facts and figures recently released by Broadridge Financial Solutions, Inc. (Broadridge), 1,957 VSMs were held on the company’s platform in 2020, a 500 percent increase over 2019.

On November 2, 2020, the SEC adopted amendments to the exempt offering framework with the aims of reducing regulatory complexity, facilitating capital formation and expanding investment opportunities.

On November 17, 2020, the SEC adopted amendments to Rule 302(b) of Regulation S-T to permit the use of electronic signatures in connection with SEC filings.

On November 19, 2020, the SEC adopted amendments to certain financial disclosure requirements in Regulation S-K with the aim of reducing duplicative disclosure and focusing on material information.

On November 24, 2020, the SEC proposed temporary rules to permit, for five years and subject to certain conditions, a company to provide equity compensation to certain “platform workers” who provide services available through the company’s technology-based marketplace platform.

On November 12, 2020, proxy advisory firm Institutional Shareholder Services Inc. (ISS) announced updates to its proxy voting guidelines for the 2021 proxy season, applicable to shareholder meetings on or after February 1, 2021.

On September 30, 2020, two years after making headlines by enacting Senate Bill 826, legislation requiring public companies based in the state to include at least one woman on their boards by the end of 2019, California enacted Assembly Bill 979, a similar bill requiring public companies based in the state to include at least one director from an underrepresented community by the end of 2021.

While California’s legislative mandates have garnered the most attention, several other state legislatures have enacted or are considering board diversity legislation. In addition, a recent proposal by influential proxy advisory firm Institutional Shareholder Services Inc. has the potential to effectively mandate racial and ethnic diversity on all public company boards, regardless of applicable state law.

On September 23, 2020, the SEC adopted amendments to the rules governing its whistleblower award program.

On September 23, 2020, the SEC adopted amendments to Exchange Act Rule 14a-8, the rule that governs the process for shareholder proposals to be included in a company’s proxy statement.