By Jack Queen

Law360 (March 13, 2020, 10:51 PM EDT) -- Firms and shareholders rattled by the prospect of in-person meetings amid a global coronavirus pandemic got some relief Friday from the U.S. Securities and Exchange Commission, which offered flexibility for important gatherings and again eased certain filing deadlines.

Publicly traded companies are free to switch their annual meetings to virtual or hybrid gatherings so long as they provide adequate notice, and shareholders and their representatives will not be penalized if they can't present proxy proposals because of COVID-19, the SEC said in new guidance.

The SEC also handed down a pair of orders permitting virtual board meetings and easing document filing requirements for certain funds and investment advisers, citing restrictions on travel, large gatherings and access to facilities as governments and public health agencies seek to stanch the spread of the novel coronavirus.

The moves Friday are the SEC's latest at easing regulatory burdens as the coronavirus continues its spread, rising to more than 136,000 cases in 123 countries, with 1,260 in the U.S. The pandemic has prompted travel restrictions, school closures and restrictions at courthouses, adding to a host of logistical headaches that public officials expect to escalate in hard-hit areas.

On March 4, the SEC gave companies affected by COVID-19 an extra 45 days to submit certain regulatory filings, including annual reports and forms 6-K and 8-K. The guidance also urged firms to keep investors apprised of coronavirus-related risks.

Eric J. Knox, a securities attorney at Bass Berry & Sims PLC, told Law360 the latest guidance was welcome at a time when scores of publicly traded companies are reassessing well-laid plans for annual meetings and high-stakes proxy votes.

"The SEC is trying to create some avenues for people to be able to comply with state law and meet filing obligations and do that in a way that's not punitive, because no one could have predicted or prevented this," Knox said Friday. "These are just the times we're living in now."

The SEC itself is now working remotely and conducting virtual meetings after a coronavirus scare at the agency's Washington, D.C., office. SEC Chairman Jay Clayton said in a statement Friday that the agency recognizes the disruptive effect of the pandemic.

"Our staff stands ready to facilitate these transitions and we encourage market participants to contact us with requests for guidance or relief," he said.

The SEC's new guidance said companies that have already filed their definitive proxy materials can change the date, time or location of their annual meetings without additional mailings or proxy amendments so long as they take reasonable steps to inform relevant parties.

Those steps include issuing a press release, notifying all relevant market participants and filing the announcement on EDGAR, the SEC's online database. The same guidance applies to companies that switch to virtual or hybrid meetings in states that allow them, the SEC said.

Shareholder proponents must appear in person to present proposals at annual meetings under federal securities laws. In light of coronavirus, however, the SEC encouraged companies to offer alternative means of presenting. Agency staff said they would consider coronavirus-related complications as "good cause" exceptions to rules excluding no-show representatives from future meetings.

The pair of orders regarding investment advisers and investment companies, meanwhile, offered conditional relief for filing deadlines and allowed virtual approval of decisions normally requiring in-person board votes.

--Editing by Adam LoBelia.

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