Beyond COVID-19: Crisis response or road to recovery?
Crisis response or road to recovery?
On March 20, the CSA issued guidance on holding virtual or hybrid AGMs in light of increasing COVID-19 concerns (the Guidance).
Many companies are considering holding virtual or hybrid meetings in light of current social distancing measures. For a more detailed discussion regarding virtual meetings, see our earlier legal update.
The Guidance provides the following:
If a meeting has already been called and materials sent / posted on SEDAR:
If a company has not yet sent its AGM materials:
The company should consider including disclosure in its proxy-related materials regarding the possibility of changes to the date, time or location / format of the meeting due to COVID-19.
In all cases, a company planning to conduct a virtual or hybrid AGM, must notify its shareholders and other market participants in a timely manner with clear directions on the logistical details of the virtual or hybrid AGM, including how shareholders can remotely access, participate in, and vote at such AGM.
The Guidance applies to all business transacted at AGMs (including the election of directors and approval or amendments to equity incentive plans). If a company is involved in a proxy contest, holding a special meeting to approve an M&A transaction or seeking approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, it should contact its principal regulator to discuss any additional implications on such meetings.
The Guidance does not address provisions under applicable corporate law or the company’s constating documents related to holding virtual AGMs – companies should consult their legal counsel to discuss the implications of same.
Legalflyer provides legal and market commentary, addressing the key questions and topics of interest to our clients operating in the aviation industry. The content of Legalflyer covers the breadth of our global aviation practice and is contributed by our aviation lawyers across our 50+ offices worldwide.
© Norton Rose Fulbright LLP 2021