Update on NY E.O. 202 Re Remote Shareholders Meetings
On March 7, 2020, New York’s Governor Andrew Cuomo issued Executive Order Number 202, declaring a state disaster emergency for the entire State of New York in response to the COVID-19 pandemic. By virtue of the authority vested in Governor Cuomo by Section 29-a of Article 2-B of the Executive Law to temporarily suspend or modify any statute, or parts thereof, during a state disaster emergency if compliance with such statute would prevent, hinder, or delay action necessary to cope with the disaster emergency or if necessary to assist or aid in coping with such disaster, Governor Cuomo issued Executive Order No. 202.8 on March 20, 2020. This supplemental order temporarily suspends certain subsections of the New York Business Corporation Law to the extent they require annual or special meetings of shareholders to be noticed and held at a physical location. This temporary suspension is currently in place for the period between the date of the Executive Order through April 18, 2020, although we anticipate that this temporary suspension will be further extended. Directors and officers of New York corporations should carefully review their articles of incorporation and bylaws with counsel and discuss whether and how meetings via remote communication may be used for their businesses.
If you have any questions about this Executive Order, or any other questions regarding the impact of the current crisis on the governance of for-profit and nonprofit corporations and other business entities, feel free to reach out to Jason Navarino or Christine Restrepo in Riker’s Corporate Group. For more information on remote shareholders’ meetings for New Jersey or Delaware corporations, or about emergency bylaws, please see our prior alert.