Coronavirus & Virtual Annual Meetings

With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, many public companies may consider adding a virtual component to the format of their annual shareholder meetings in order to mitigate health risks.

In the United States, state law generally governs the availability of a virtual meeting format, and while the SEC has provided conditional regulatory relief and assistance for companies impacted by the coronavirus by allowing such companies to delay filings, no direct guidance has been issued with respect to hosting annual meetings in light of the coronavirus threat.  Furthermore, the Centers for Disease Control and Prevention (“CDC”) has not yet determined that all large gatherings in the United States should be avoided in order to contain infection.  As a result, planning for upcoming annual meetings in this uncertain environment has been left primarily up to companies.  Set forth below are various considerations that a company should take into account when determining whether to move from an in-person to a virtual or hybrid annual meeting.

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