CSA Issues Guidance on Changes to AGMs during COVID-19 Outbreak

CSA clarifies expectations for reporting issuers considering changes or alternatives to in-person AGMs

As contemplated in a press release earlier this week which we blogged about here, the Canadian Securities Administrators today issued guidance for reporting issuers regarding the communication of changes or alternatives to in-person annual general meetings (AGMs) in the era of COVID-19.  This guidance includes expected steps and disclosure for a reporting issuer that has decided to change the date, time, or location of its in-person AGM, or to make its AGM entirely virtual, due to COVID-19 related challenges.

The conduct of AGMs is primarily subject to corporate law and an issuer’s constating documents, which do not fall under the jurisdiction of securities regulators.  It is important to review those laws and documents when considering changes or alternatives to an upcoming AGM.  We recently discussed some considerations arising from the corporate laws around AGMs and the use of proxies to manage in-person attendance at AGMs.

The CSA stated that it continues to monitor the impact of COVID-19 on Canadian capital markets and may issue further guidance and updates as required.