The members of Maynard’s Public Company Advisory Practice counsel public companies, as well as companies aiming to become public, on the full range of matters shaping their operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the second quarter of 2020 are listed below (in chronological order and with embedded links to the source materials):

• JP Morgan published its updated Global Proxy Voting Procedures and Guidelines. (April 1, 2020)
• The SEC’s Chief Accountant issued a statement on the importance of financial reporting during the COVID-19 crisis. (April 2, 2020)
• The SEC Division of Corporation Finance issued a new Compliance & Disclosure Interpretation addressing the application of the SEC’s conditional exemptive order extending by up to 45 days the due date for SEC filings by companies affected by the Covid-19 crisis to Part III of Form 10-K. (April 6, 2020)
• The SEC provided updated guidance for conducting shareholder meetings in light of COVID-19 concerns. (April 7, 2020)
• The Governor of Delaware issued an amended emergency order (the “Delaware Order”) that facilitates remote stockholder meetings for public companies with relief from written notice requirements. (April 7, 2020)
• ISS provides policy application guidance in light of covid-19 pandemic. (April 8, 2020)
• The SEC Chairman and Corporation Finance Director issued a joint statement on the importance of COVID-19 disclosure, in particular forward-looking disclosure, to investors. (April 8, 2020)
• SEC provided temporary relief from filing Form 144 in paper. (April 10, 2020)
• Nasdaq provided temporary relief that allows listed companies more time to return to compliance with price-based continued listing standards. (April 17, 2020)
• The SEC Chairman and the PCAOB Chairman issued a joint statement warning about the risks posed by “emerging market” investments. (April 21, 2020)
• The NYSE extended the cure periods for listed companies who have fallen out of compliance with price-based continued listing standards. (April 21, 2020)
• The SEC issued four FAQs addressing issues arising under the SEC’s exemptive order for companies impacted by the Covid-19 crisis. (May 4, 2020)
• The SEC approved a temporary Nasdaq rule that provides a temporary exception from certain shareholder approval requirements for capital raising transactions through June 30, 2020. (May 4, 2020)
• Nasdaq issued updates to its statement to provide guidance to listed companies on the impact of COVID-19. (May 5, 2020) (also includes updates published on April 9 and April 16, 2020)
• Nasdaq published a study on suspensions of dividends and stock buybacks. (May 13, 2020)
• The SEC approved a temporary NYSE rule that provides a temporary exception from certain shareholder approval requirements for capital raising transactions through June 30, 2020. (May 14, 2020)
• Glass Lewis published a new guide on COVID-19: New Rules for ESG. (May 18, 2020) (free registration required to access)
• Intelligize published a report on virtual annual shareholder meetings in 2020. (May 19, 2020)
• The SEC adopted amendments reforming its rules governing the financial information that public companies must provide for acquisitions and dispositions. (May 21, 2020) See Maynard’s prior commentary.
• The Committee of Sponsoring Organizations of the Treadway Commission (COSO) published new guidance on risk appetite. (May 26, 2020)
• The U.S. Department of Justice published updated guidance on corporate compliance programs. (June 1, 2020)
• The Conference Board released the results of a survey of public companies on corporate governance challenges in the COVID-19 crisis. (June 4, 2020)
• An act to amend the Delaware General Corporation Law to codify the April 7, 2020 Delaware Order was introduced to the Delaware General Assembly (June 5, 2020)
• The NYSE filed a revised rule change proposal with the SEC that would permit companies to raise capital in a direct listing. (June 22, 2020)
• The SEC’s Division of Corporation Finance issued disclosure guidance regarding operations, liquidity, and capital resources disclosures companies should consider related to the impact of COVID-19. (June 23, 2020)
• The SEC Staff updated its previous statement relaxing the authentication document retention requirements under Regulation S-T and addressing other logistical issues in light of issues raised by the COVID-19 crisis. (June 25, 2020)
• The SEC Staff extended its relief for filing paper copies of Form 144 and other forms. (June 25, 2020)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard’s Public Company Advisory Group.

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