Delaware Governor Jay Carney issued an order that effectively resolves a disconnect between the SEC’s prior guidance for public companies who desire to change the date, time or location of a shareholder meeting due to the public health impact of COVID-19 and the Delaware statutory requirements regarding distribution of an updated notice of a shareholder meeting due to such changes.
On April 8, ISS issued new policy guidance regarding the impact of COVID-19 on ISS’s application of its benchmark and specialty proxy voting policies.
The SEC has issued C&DI Question 104.18 specifying how the 45-day extension period provided by its COVID-19 exemptive order, which was extended through July 1, 2020, by an additional exemptive order, applies to delays in filing Form 10-K Part III information.
In an April 8 joint statement, the SEC’s Chairman and Director of Corporate Finance addressed the importance of providing the public with information to make market decisions in coming earnings releases and investor calls.
On April 3, the SEC’s Chief Accountant issued a statement emphasizing the importance to all market stakeholders of high-quality financial reporting during this period of heightened economic uncertainty.
On March 25, 2020, Corp Fin issued “CF Disclosure Guidance: Topic No. 9” to provide guidance on disclosure of the effects of COVID-19.
On March 25, 2020, the SEC released a modified exemptive order, which extends the period during which a 45-day grace period will be available for certain filings.
As the scope of the effects of the Novel Coronavirus (COVID-19) comes into focus, corporate boards have a vital role in overseeing the response of their companies to this public health crisis and its wide-ranging economic effects.
On March 4, the SEC issued an order that temporarily exempts companies affected by COVID-19 from certain filing requirements, including requirements to file periodic reports, annual reports and proxy statements.
In addition to extending filing deadlines for affected companies, the regulator has asked its employees to work from home, postponed a conference on municipal securities and cancelled a public vote on a (subsequently adopted) proposal to ease audit requirements for smaller companies.