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Virtual Shareholder Meetings Permitted for NY Corporations through April 19

On Friday, New York’s Governor Cuomo issued an executive order providing that, in light of the COVID-19 pandemic, corporations incorporated in New York will be permitted to hold virtual-only shareholders meetings through April 19, 2020.  The executive order temporarily suspends subsection (a) of Section 602 and subsections (a) and (b) of Section 605 of the New York Business Corporation Law “to the extent they require meetings of shareholders to be noticed and held at a physical location.”  Corporations incorporated in New York will remain subject to all applicable shareholder notice and disclosure requirements, including those under the federal securities laws and any requirements of their charters and bylaws.  For information on the SEC’s recent regulatory relief for public companies who are experiencing challenges due to the coronavirus as they plan their upcoming annual meetings, see our recent advisory.

To keep on top of legal and regulatory developments related to the pandemic, visit our COVID-19 Insights page.

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Anne L. Bruno is a Member at Mintz who advises clients ranging from start-ups to multinational public companies on issues related to corporate and employment law, including executive compensation, employee benefits, securities law, and corporate governance. She is also a key member of the firm’s multidisciplinary ESG practice, helping corporate boards, companies, and their investors navigate a broad range of environmental, social, and governance considerations.