August 4, 2021

Volume XI, Number 216

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August 03, 2021

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August 02, 2021

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SEC Staff Reaffirms Guidance for Conducting Shareholder Meetings during Pandemic

On April 9, 2021, the staff of the SEC’s Divisions of Corporation Finance and Investment Management reaffirmed previous guidance for holding shareholder meetings during the COVID-19 pandemic. Given the health, transportation and logistical challenges and other issues raised by the pandemic in the spring of 2020, the SEC staff’s guidance provided issuers with flexibility to, among other things, change the date, time or location of a shareholder meeting without mailing additional soliciting materials or amending proxy materials, subject to certain conditions, such as issuing a press release announcing such change.

The SEC staff’s prior guidance—issued on April 7, 2020—remains in effect and unchanged; the presentation of shareholder proposals is the only topic with updated guidance. In light of the possible continued difficulties for shareholder proponents to attend annual meetings in person to present their proposals, the SEC staff encourages issuers, to the extent feasible under state law, to provide shareholder proponents or their representatives with the ability to present their proposals through alternative means, such as by phone, during the 2021 proxy season. Moreover, as previously noted by the SEC staff, to the extent a shareholder proponent or representative is not able to attend the annual meeting and present the proposal due to the inability to travel or other hardships related to COVID-19, the staff would consider this to be “good cause” under Rule 14a-8(h) should issuers assert Rule 14a-8(h)(3) as a basis to exclude a proposal submitted by the shareholder proponent for any meetings held in the following two calendar years.

The SEC staff’s guidance is available here.

© 2021 Vedder PriceNational Law Review, Volume XI, Number 152
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About this Author

John Marten Investment Attorney Vedder Price Law FIrm
Shareholder

John S. Marten, a Shareholder in the Chicago office of Vedder Price, has substantial experience representing clients in the investment management industry.

As a member of the firm’s Investment Services group, Mr. Marten counsels clients on a wide variety of matters involving the application of the federal securities laws to investment companies, investment advisers and broker-dealers. He has significant experience counseling investment company clients with respect to new products and was recently involved in the creation of two mutual funds...

(312) 609 7753
Nathaniel Segal Investment Attorney Vedder Price Law Firm
Counsel

Nathaniel Segal is counsel at Vedder Price and a member of the Investment Services group. He focuses his practice on investment companies and investment advisers in connection with the organization and operation of investment products and services, including traditional mutual funds, closed-end investment companies (including interval funds and listed closed-end funds), variable insurance products and registered hedge funds, as well as mutual funds utilizing complex hedging and absolute return strategies. Mr. Segal has experience in conducting transactional due diligence...

(312) 609 7747
Jacob Tiedt,Vedder Price law firm investment services attorney
Shareholder

Jacob C. Tiedt is a Shareholder at Vedder Price and a member of the Investment Services group.

Mr. Tiedt’s practice includes the representation of registered mutual funds, closed-end funds and exchange-traded funds; private funds; investment advisers; and other financial institutions on a broad range of regulatory, governance and compliance matters. Mr. Tiedt regularly counsels clients on matters relating to SEC registration, disclosure and compliance; shareholder solicitation; NYSE, Nasdaq and FINRA regulation; corporate governance; and board administration. Mr....

312-609-7697
Tyrique Wilson Investment Attorney Vedder Price Law Firm
Associate

Tyrique J. Wilson is an Associate in the Chicago office of Vedder Price and a member of the firm’s Investment Services group.

Mr. Wilson received his law degree from the Washington University School of Law in St. Louis and his undergraduate degree from The George Washington University. While in law school, Mr. Wilson was Treasurer of the Black Law Students Association, received an award for Excellence in Oral Advocacy and earned a Certificate in Business Law.

312-609-7689
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