October 26, 2020

Volume X, Number 300

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October 26, 2020

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Proposed Amendments to the Delaware General Corporation Law Concerning Virtual Shareholder Meetings During Emergency Conditions

As previously discussed in our March 26 advisory titled, “Virtual Shareholder Meetings in the Wake of COVID-19: Legal and Practical Considerations,” the Securities and Exchange Commission issued guidance to public companies on providing notice of a change to a virtual shareholder meeting in the wake of the coronavirus (COVID-19) pandemic. On April 7, Delaware Governor John Carney issued an order that permitted public companies that had already provided notice of in-person shareholder meetings prior to the April 7 order to switch to virtual meetings by complying with the SEC’s guidance. In an effort to provide certainty to Delaware companies complying with the SEC’s guidance that such notice will also comply with the applicable requirements under the Delaware General Corporation Law (DGCL), including Delaware companies that provided notice of their shareholder meetings but after Delaware’s April 7 order, legislation has been proposed that would amend Section 110 of the DGCL to permit the board of directors of a Delaware public company, during an emergency, to notify shareholders of any postponement or change in the place of a shareholder meeting (including to hold the meeting solely by means of remote communication) solely by a document that is publicly filed by the company with the SEC. As proposed, the legislation would be effective retroactive to January 1 with respect to any emergency condition that occurred on or after such date, and related to any action taken on or after such date, concerning shareholder meetings held during the pendency of the emergency condition.

The full text of the proposed legislation is available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 129
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About this Author

Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

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312-902-5612
Associate

Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health care, technology, telecommunications, aerospace, food and beverage, hotels and energy.  In addition, Alyse maintains an active pro bono practice.

During law school, Alyse served as an associate editor for the University of Illinois Law Review and was an extern for the Honorable David Bernthal at the US District Court for the Central District of Illinois.

312.902.5426
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