Just a couple of quick updates regarding proposed Delaware legislation and previous SEC relief:
First, as discussed in this PubCo post, proposed legislation in Delaware to allow companies to take emergency action in the event of a pandemic—including actions relating to shareholders’ meetings, such as postponing the meeting or changing from a physical to a virtual meeting and providing notice by filing a press release with the SEC—has been in the works for a while, but has essentially been in limbo because the Delaware legislature was not in session as a result of COVID-19 health concerns and a state stay-at-home order. (This legislation is in addition to the emergency order signed by the Governor in April. See this PubCo post.) The legislation has just been passed by the House in Delaware and, presumably, will be moving forward. Remember that a really helpful aspect of the legislation is that it would be “effective retroactively as of January 1, 2020 with respect any emergency condition occurring on or after such date and with respect to any action contemplated by [the amendments to Section 110] and taken on or after such date by or on behalf of the corporation with respect to a meeting of stockholders held…during the pendency of such condition.”
Second, as noted in thecorporatecounsel.net blog, the SEC’s Office of Information Technology has issued an announcement reminding filers that relied on the SEC’s temporary relief to obtain EDGAR access codes without notarized signatures (see this PubCo post) that they need to submit PDFs of the required notarized authentication document as correspondence to EDGAR within 90 days of the date they submitted their applications for EDGAR access. Failure to provide the authentication document could lead to suspension of their EDGAR access. The relief was initially provided toward the end of March, so we are getting close to the deadline for filers that were quick to take advantage of the relief.