Covid-19 relief measures - the public issuer perspective - International Bar Association
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Covid-19 relief measures – the public issuer perspective Country-by-country comparison through April 2020* Information gathered with the collaboration of IBA Securities Law Committee members * Argentina, Bolivia, Chile, Paraguay, Peru, Venezuela and Uruguay were added in May 2020
Countries surveyed
Argentina Luxembourg
Australia Montenegro
Austria Netherlands
Belgium Nigeria
Bolivia North Macedonia
Bosnia and Herzegovina Paraguay
Brazil Peru
Bulgaria Poland
Canada Romania
Chile Russia
China Serbia
Colombia Singapore
Croatia Slovakia
Czech Republic Slovenia
Denmark South Africa
Estonia South Korea
Finland Spain
France Switzerland
Germany Turkey
Hong Kong Ukraine
Hungary United Kingdom
Israel United States
Italy Uruguay
Japan Venezuela
2Objectives and methodology
• Objectives
– To compile a survey of Covid-19 relief measures introduced by securities regulators
globally;
– To provide practitioners with an understanding of Covid-19 relief measures to assist their
clients in complying with disclosure and other securities requirements in their home
market and abroad.
• Methodology
– Following the outbreak of the Covid-19 global pandemic, a framework was developed to
survey responses by securities regulators to the Covid-19 outbreak;
– IBA member law firms were invited to participate;
– Consolidated responses follow, preceded by a brief summary.
3Overview of regulatory context and participant responses
• The response by governments across the globe in respect to public issuers varies, including:
1. Guidance on Covid-19 stability plan disclosure and governance;
2. Relaxation of reporting and other requirements;
3. Move towards virtual shareholder/board meetings due to social distancing requirements;
4. Extensions for certain financial reporting filing deadlines;
5. Suspension of administrative or judicial proceedings.
• Several countries have also:
6. Temporarily banned short selling;
7. Made recommendations against issuing dividends and share buybacks;
8. Taken enforcement actions for misleading Covid-19 disclosures.
4Public issuer corporate governance measures
Guidance on Covid-19 Relaxation of reporting Move towards virtual meetings Extensions for filing deadlines for Suspension of administrative or
disclosure and governance financial reports judicial proceedings
Securities regulators in most countries(1) have Securities regulators in Canada, China, the United Many countries have banned gatherings as a means of Regulators in many countries have extended the Countries have taken varied approaches toward
instructed companies to report how Covid-19 Kingdom and the United States have provided leeway on enforcing social distancing to combat the spread of filing deadlines for annual and periodic reports. convening administrative and judicial proceedings
will impact their financial condition and any various reporting and other securities requirements, Covid-19. during the outbreak.
other material Covid-19 risk factors. including:
• Many countries(6) have temporarily suspended all
• the manner in which audits are conducted (China); non-essential proceedings.
• trading approval (Canada); • Several countries(7) have tolled statutes of
• wrongful trading laws (UK); limitations and extended procedural deadlines for
• listing and late filing fees (China, Canada); their judicial proceedings.
• identity verification (Canada); • Some of the largest capital market jurisdictions,
Regulators in the United States and several • signing and notarisation of documents (US); As a result, regulators in the overwhelming majority of Some examples include: like China, the UK and the US, have not suspended
other countries(2) advised companies to • proxy delivery requirements (US). countries are extending the time frame within which • 30 days – Israel and Turkey proceedings.
assess the adequacy of their policies, annual shareholder meetings must be held(4) and/or • 45 days – Canada and the United States
procedures and controls in place related to allowing virtual board and shareholder meetings in lieu • Two months – Brazil, Croatia, Nigeria and However, there has been a significant push to utilise
insider trading and disclosure issues. of physical meetings.(5) Poland technology and move proceedings to virtual settings.
• Three months – Denmark and the United
Kingdom
• Four months – Luxembourg
• Six months – Spain
Regulators in several European countries(3) In some jurisdictions, like Hong Kong, virtual Some countries, like Hungary, only extended
advised companies to prepare contingency shareholder meetings are generally not feasible due to deadlines for private companies, not for public
plans to maintain business continuity. legal uncertainty and the lack of widely available IT issuers.
systems to support online voting.
Other countries, like Japan, are providing
To mitigate safety risks, regulators in Hong Kong have extensions on a case-by-case basis.
recommended precautions at meetings, including
temperature screenings, wearing face masks and
establishing limits on the number of attendees.
German regulators instructed companies to Russia is unique in not providing significant meeting Some countries, like Colombia and Romania, have
set up a crisis management team that is accommodations. Annual general meetings are still not extended any deadlines.
required to report to the board on a daily required to be conducted in physical meetings, with the
basis. extraordinary exception for joint stock companies.
Footnotes:
(1) Australia, Belgium, Brazil, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Germany, Israel, Italy, Japan, Netherlands, Nigeria, North Macedonia, Serbia, Singapore, Spain, US.
(2) Austria, Estonia, Finland, France, Singapore, South Africa.
(3) Denmark, Estonia, Finland, Germany, Italy.
(4) Australia, Colombia, Japan, Singapore.
(5) Australia, Austria, Belgium, Brazil, Bulgaria, Canada, China, Colombia, Croatia, Czech Republic, Denmark, France, Germany, Hungary, Israel, Italy, Japan, Luxembourg, Montenegro, Netherlands, Nigeria, North Macedonia, Singapore, Slovakia, South Africa, Spain, Turkey, Ukraine,
UK, US.
(6) Hong Kong, Italy, Poland, Slovakia, Slovenia, South Africa, Turkey.
(7) Brazil, Colombia, France, Spain, Switzerland, Turkey.Capital markets measures
Short selling bans Dividend and share buyback recommendations Enforcement actions
China, South Korea, Turkey, and several European countries(8) To promote the financial health and liquidity of companies, securities Regulators in the United States have initiated enforcement actions for
have responded to the market volatility by temporarily banning regulators in Turkey and several European countries(9) have advised company misconduct related to Covid-19.
short selling. companies to consider suspending the issuance of dividends and
engaging in share buyback programs. Examples include actions taken against misleading disclosure (eg,
availability of N95 masks, access to Covid-19 treatments).
Regulators in Canada and Japan have also been monitoring short
selling activity, advising investors that regulators would
intervene in instances of abusive or manipulative trading.
However, regulators in most countries have not imposed new
short selling bans beyond the existing measures in some
countries restricting naked short selling or specified forms of
market manipulation.
• In declining to institute a short selling ban, Germany
emphasised that short selling plays an important role in
supporting the information function of capital markets.
Endnotes:
(8) Austria, Belgium, France, Italy, Spain.
(9) Austria, Netherlands, Poland, Serbia, Slovenia, Switzerland, United Kingdom.
Looking ahead…
• Most countries’ securities regulatory actions are temporary and are set to expire in mid to late April 2020, whereas some countries have already extended the
expiry of their regulatory actions into May 2020. Therefore, before relying on any given relief measure, double check to make sure that the measure has not yet
expired.
• Due to the dynamic, continuously unfolding situation of the Covid-19 pandemic, additional measures may be adopted by regulators in the near term as
conditions change.
• Even after the outbreak ends, some convenient practices, like virtual shareholder meetings, may become permanent trends.Public issuer relief measures by country
Special extension on Web address/access of
Actions Special rules on electronic Other special
deadlines to adopt and the primary securities
recommended Short Ban on physical voting/virtual meeting for corporate
disclose financial regulator – specifically Additional
Country to financial selling Lowered meetings of corporate bodies if not Suspension of the terms of governance or trade
statements and other if they are keeping all of comments
market ban reporting corporate bodies regulated earlier in legal proceedings restrictions measure
documents required by their measures in one
participants threshold regulations or by laws s on public issuers
securities regulator resource area
Due to Covid-19, None. Information As a Prior to the lockdown, the The 20-day extension to The terms of all administrative www.cnv.gov.ar/SitioWeb/ N/A The CNV required
on 17 March regime preventive virtual board of directors and file the annual financial and legal proceedings have Prensa the issuers to
2020 (three days through measure shareholders meetings were statements for fiscal generally been suspended. report in their
before the Financial against Covid- permitted by law (provided periods ended on 31 However, as the CNV is www.cnv.gov.ar/SitioWeb/ offering documents
lockdown) the Information 19, the they were authorised by the January 2020, 29 February deemed to be an essential MarcoRegulatorio (ie, prospectus,
Argentine Reporting government by-laws). However, 2020, and 31 March 2020. service, its activity was not offering
Securities and System on has resolved shareholders meetings were A 25-day extension to file suspended. In this regards, the memorandum)
Exchange CNV the mandatory pending regulation by the the intermediate financial CNV stated that: sufficient
Santiago Carregal, Javier Etcheverry Boneo, Agata Radajczyk
Commission (the website lockdown CNV, thus, in practice, they statements – including the • it could arrange exceptions information
‘CNV’ after its (the ‘AIF’ across the were not allowed. quarterly and/or semi- to the suspension in certain regarding Covid-
sc@marval.com; jeb@marval.com; arad@marval.com
acronym in after its Argentine annual accounting cases at the request of an 19.
Spanish) issued acronym in territory from Due to the lockdown the certification if applicable – issuer or ex-officio;
a communication Spanish) is 20 March CNV regulated the virtual for fiscal periods ended on • The issuers must make
by means of maintained. 2020 until (by board of directors and 29 February 2020 and 31 filings virtually (previously
which the public means of shareholders meetings to be March 2020. the filings were made
issuers could several held during the sanitary physically);
Marval O’Farrell Mairal
request the extensions) 24 emergency, even if they • the final offering documents
extension of the May 2020. were not authorised by the (ie, prospectus, offering
ARGENTINA
term for holding Therefore no by-laws. The CNV regulated memorandum) must be filed
of ordinary physical minimum requirements to virtually in PDF format for
shareholders meetings can perform remote shareholders CNV final approval
meetings that take place. meetings and additional (previously the final and
consider the requirements if such remote executed documents were
approval of meetings are not authorised filed physically for approval).
financial by the by-laws. The minimum • the acts performed or to be
statements for requirements to hold the performed are valid,
the fiscal year board of directors meeting however, there are no
ended on 31 are the same as provided deadlines. Particularly, the
December 2019. previously by the law; the CNV established the
However, on 3 CNV established special continuity of the
April 2020, the requirements in case such proceedings regarding,
CNV regulated virtual meetings are not among others, the
the virtual board authorised by the by-laws. authorisation for public
of directors and offerings of the issuers;
shareholders • the obligations of the entities
meetings during regulated by the CNV are in
the sanitary force, especially the
emergency. obligations related to the
information regime.
7Actions
Public issuer relief measures by country Special rules on electronic
Special extension on
deadlines to adopt and
Web address/access
of the primary
Other special corporate
governance or trade
Ban on physical voting/virtual meeting for securities regulator –
recommended to Short selling Lowered disclose financial Suspension of the restrictions measures on Additional
Country meetings of corporate bodies if not specifically if they are
financial market ban reporting statements and other terms of public issuers comments
corporate bodies regulated earlier in legal keeping all of their
participants threshold documents required proceedings
regulations or by laws measures in one
by securities regulator
resource area
Listed entities must None. No lowered The Australian For entities with a 31 December ASIC has indicated that, None, beyond ASIC ‘COVID-19 In recognition that many ASX has warned
tell the Australian securities law federal 2019 financial year end, ASIC has at present, there ASIC’s ‘no Information’ page listed entities will need entities it will not
Securities reporting government provided guidance that it will take appears to be no action’ stance. https://asic.gov.au/abou to raise capital urgently hesitate to use its
Exchange (ASX) if thresholds. has advised no action against those widespread indication of t-asic/news- to sustain term due to new power of
they become aware Note that all non-essential companies where: (1) their AGM any significant issue that The centre/articles/covid-19- the effects of the Covid- censure in ASX
of any information monetary gatherings is postponed up to the end of would prevent entities Commonwealth information/ 19 pandemic, the ASX Listing Rule 18.18 to
that a reasonable screening should be July; (2) their AGM is held as a from meeting their full- Government has has implmented censure entities that
person would thresholds cancelled. ‘virtual meeting’ (fully virtual year and half-year introduced new ASX Compliance temporary emergency make misleading
expect to have a under the AGMs were previously prohibited financial reporting insolvent trading Update – 30 March capital raising Covid-19 claims.
material effect on Foreign As a result, the under the Corporations Act); and obligations. ‘safe harbour’ 2020 measures. The
arthur.davis@addisons.com, tgordon@gtlaw.com.au
the price of the Acquisitions Australian (3) supplementary notices are legislation which www.asx.com.au/docum measures have been
entity’s securities. and Takeovers Securities & issued to shareholders up to two Requests for extensions provides a six- ents/asx-news/Listed- implemented by way of
However, ASX Act 1975 (Cth) Investments business days before the on entities’ deadlines to month Compliance-Update-31- class order waiver under
acknowledges the have been Commission scheduled date of the meeting filing their financial half moratorium on mar2020.pdf ASX Listing Rule 18.1
challenges entities reduced to $0, (ASIC) has which provide further instructions year or for the full year insolving liability and will expire on 31
face around Covid- effective from provided for online participation. will be looked at by ASX in respect of July 2020 unless ASX
Addisons, Gilbert & Tobin
Arthur Davis, Tim Gordon
19 and that entities’ 2230 (AEST) various on a case-by-case debts incurred in otherwise decides to
AUSTRALIA (1 of 2)
continuous on 29 March guidance to The Federal Treasurer has been basis. the ordinary remove or extend them.
disclosure 2020. Review entities given temporary six-month course of the
obligations do not periods for the regarding powers to alleviate otherwise ASX may grant a listed company’s The emergency
extend to predicting Foreign holding their mandatory requirements for entity with a 30 business. measures include: (a)
the unpredictable. Investment Annual companies under the September, 31 ASX permitting an entity
Review Board General Corporations Act 2001 (Cth). This December or 31 March New jury trials in to request consequence
ASX’s practical (FIRB) to Meetings power could be used, for balance date a short Australia have trading halts, allowing it
guidance regarding review new (AGMs) during example, to modify the extension of the been temporarily a total of up to four
continuous and existing this period Corporations Act to allow entities deadline for filing its suspended. trading days in halt to
disclosure in the applications (see ‘Special to hold virtual AGMs for six reviewed half-yearly or consider, plan for and
wake of the Covid- has been rules’ column). months from the date of the audited financial execute a capital
19 pandemic extended up to instrument. In contrast to ASIC’s statements where raising; and (b) a
includes: (1) six months. ‘no-action’ stance, the Treasurer’s certain conditions are temporary (one-time)
entities are relief is likely to preclude third- met, including that ASIC uplift in the 15 per cent
encouraged to party legal action in relation to has agreed to the placement capacity rule
review their AGM conduct, or a court ruling, extension. Any relief in ASX Listing Rule 7.1
published guidance because the exemption from or granted by ASX from to 25 per cent.
in light of Covid-19, modification to the Corporations financial reporting
noting that Act will mean the entity granted deadlines will be
withdrawal of the relief will not be in a breach of conditional on the entity
earnings guidance the relevant legislation. taking certain steps,
issued prior to including
8Web address/access
Special extension on Other special
Special rules on electronic of the primary
Actions Lowered deadlines to adopt and corporate
Ban on physical voting/virtual meeting for securities regulator –
recommended to Short selling reporting disclose financial Suspension of governance or trade Additional
Country meetings of corporate bodies if not specifically if they
financial market ban threshold statements and other the terms of restrictions measures comments
corporate bodies regulated earlier in legal are keeping all of
participants documents required by proceedings on public issuers
regulations or by laws their measures in
securities regulator
one resource area
Covid-19 is announcing to the market the
acceptable in the date it reasonably anticipates
circumstances; and being able to lodge its audited
(2) entities should or reviewed financial
immediately statements with ASX (as
announce any applicable).
operational
decisions that are To facilitate the operation of
likely to materially the New Zealand Financial
affect the price of Markets Authority and NZX
arthur.davis@addisons.com, tgordon@gtlaw.com.au
its securities, for Regulation’s announcement
example, a that it was extending
decision to stand deadlines for filing financial
down employees or statements and annual reports
suspend certain for certain NZX-listed entities,
Addisons, Gilbert & Tobin
Arthur Davis, Tim Gordon
operations. ASX has granted an
AUSTRALIA (2 of 2)
equivalent waiver to duly listed
Listed entities ASX/NZX entities incorporated
should act diligently in New Zealand and admitted
to mitigate the risks to ASX as a standard ASX
of insider trading, listing.
the risk of which
may be enhanced
in this fast-evolving
Covid-19
environment.
9Special rules on Special extension Web Other special
electronic on deadlines to address/access corporate governance
Actions voting/virtual adopt and disclose Suspension of the of the primary or trade
Lowered reporting Ban on physical terms of proceedings restrictions measures
recommended to meeting for financial statements securities regulator Additional
Country financial market
Short selling ban threshold meetings of
corporate bodies if and other – specifically if they on public issuers comments
corporate bodies
participants not regulated earlier documents required are keeping all of
in legal regulations by securities their measures in
or by laws regulator one resource area
Periodically check A short selling Reporting Public places Existing rules have Adoption of financial Yes. www.fma.gv.at Credit institutions and Export authorisation
the dedicated ban was put threshold of net must not be been adopted and statements within the insurance for certain products
section on the into effect until short positions in accessed, which valid until 31 first nine months and Amongst others, any undertakings are required until 26 April
regulator’s website 18 April 2020 shares traded on de facto prohibits December 2020. filing with the disclosure deadline recommended to 2020.
whether any new (prolongation to a regulated (the ‘journey’ to Video conferences as commercial register pursuant to the, eg, abstain from dividend
Covid-19 measures be expected). market lowered the place of) the well as video within the first twelve Austrian Stock payments and share
have been to 0.1 per cent meeting; until 30 conferences mixed months of the Exchange Act, buyback
implemented at from 0.2 per cent April 2020. Some with 50 per cent of business year. Securities programmes.
www.fma.gv.at/en/c (European exemptions the participants Holding of ordinary Supervision Act, for
khol@bindergroesswang.at
ovid-19. Securities and apply. participating via audio shareholders’ which the regulatory General restriction on
Markets conference, in each meeting is to be until authority is the dividend payments for
Binder Grösswang
Evaluate whether Authority case via two-way end of December competent authority companies that made
the impacts of (ESMA) decision communication. For 2020. may be extended use of state aids
Florian Khol
Covid-19 require an of 16 March shareholdes’ upon application to currently discussed.
AUSTRIA
ad-hoc notification 2020). meetings of stock the regulatory
or disclosure delay corporations, video authority.
and/or a (50 per cent audio)
supplement to any conference via one-
prospectus. way communication
suffices.
Assess before For shareholders’
trading whether meetings of listed
there is insider- companies or
information related companies having
to Covid-19 50+ shareholders, a
measures. special proxy vote
mechanism has been
introduced.
10Special rules on Special extension Web address / Other special corporate
electronic on deadlines to Suspension of the access of the governance or trade
Actions Lowered reporting voting/virtual adopt and disclose terms of proceedings primary securities restrictions measures
Ban on physical
recommended to threshold meeting for financial statements regulator – on public issuers Additional
Country financial market
Short selling ban meetings of
corporate bodies if and other specifically if they comments
corporate bodies
participants not regulated earlier documents required are keeping all of
in legal regulations by securities their measures in
or by laws regulator one resource area
The Financial The FSMA has None specific for No specific ban Electronic When the General measures www.fsma.be/en/guid No. No.
Services and issued a short Belgium. for corporate voting/virtual management body taken whereby most ance-relating-covid-
Markets Authority selling ban bodies; however, meetings are allowed, has postponed the terms of proceedings 19-pandemic
(FSMA) to listed taking effect on a general ban on subject to the general meeting of are extended by one
companies: 18 March 2020 all physical modalities prescribed shareholders to a month.
www.nbb.be/en/article
disclose as soon as to 17 April gatherings. by the Belgian later date, then the s/prudential-
possible any 2020.
Companies and obligation to have the measures-covid-19
relevant significant
Associations Code. financial statements
information
of the company
concerning the A special Royal
jan.peeters@stibbe.com
impacts of Covid-19 approved by the
Decree declares that general shareholders’
on the
no statutory
Stibbe cvba/scrl
fundamentals, meeting and filed with
authorisation is
Jan Peeters
prospects or the National Bank of
BELGIUM
financial situation in necessary to organise Belgium can be
accordance with the virtual meetings of deferred a maximum
applicable corporate bodies until of ten weeks.
transparency 3 May 2020. This
obligations under date can be Certain specific
the Market Abuse extended. financial reports to be
Regulation. published by listed
companies are also
deferred for a
maximum of ten
weeks.
11Special rules on Special extension Web address / Other special corporate
electronic on deadlines to Suspension of the access of the governance or trade
Actions Lowered reporting voting/virtual adopt and disclose terms of proceedings primary securities restrictions measures
Ban on physical
recommended to threshold meeting for financial statements regulator – on public issuers Additional
Country financial market
Short selling ban meetings of
corporate bodies if and other specifically if they comments 1
corporate bodies
participants not regulated earlier documents required are keeping all of
in legal regulations by securities their measures in
or by laws regulator one resource area
No specific actions No express No express No express ban Ministerial Resolution By virtue of different By virtue of different www.asfi.gob.bo N/A. SD 4198 deferred
were recommended resolutions or resolution of on physical MDPyEP No administrative administrative Authority of However, there are payment of corporate
to financial market ban has been lowered meetings of 0072.2020, dated 13 resolutions, the resolutions, the terms Supervision of the generally applicable profit tax (IUE -
participants. approved. reporting corporate bodies April 2020, authorises deadlines were of administrative, Financial System restrictions under the Impuesto sobre la
However, by means threshold has has been the use of a digital extended to adopt judicial, fiscal, and (ASFI) National Sanitary Utilidad de las
of Supreme Decree been approved. approved. signature to sign and disclose financial arbitral procedures Emergency and Total Empresas) for 30
(SD) 4198, national However, However, minutes of board of statements and other were suspended Lockdown. days of those
Bufete Aguirre Quintanilla Soria & Nishizawa
snishizawa@baqsn.bo; lazurduy@baqsn.bo
Santiago Nishizawa and Leonardo Azurduy
sanitary emergency physical filing of physical meetings directors, partners documents required during the lockdown companies with fiscal
was declared due to regulatory have been assemblies and by regulators. period. Resolution year closed as of 31
the Covid-19 reports were banned in shareholders By means of RND ASFI 251/2020, dated December 2019 until
outbreak, and by deferred until general during meetings. 10200000010, dated 23 March 2020, ASFI 29 May 2020. IUE
means of SD 4199 lockdown total lockdown. Pursuant to 8 May 2020, the declared the may be paid in three
total lockdown was measures are Administrative Bolivian National Tax suspension of terms monthly installments,
ordered since 22 lifted. Digital Resolution SEMP No Service extended until of administrative without interest or
BOLIVIA (1 of 2)
March 2020, initially filing must be 36/2008, dated 7 July 2020 the proceedings including guarantees if 50 per
until 4 April 2020. done, whenever March 2008, virtual deadline to file summary and cent is paid until 31
The lockdown was possible. board of directors’ physical and digital sanctioning May 2020.
successively meetings may be financial statements, proceedings and
extended until 31 held, unless the by- annual report, and tax others that may not Law No 1294, dated 1
May 2020. laws expressly forbid information regarding be fulfilled before April 2020,
Exceptions to the them. However, company profit tax ASFI because of the establishes an
lockdown were pursuant to the Code (Impuesto sobre la total lockdown. exceptional deferral of
approved for of Commerce, Utilidad de loan payments for up
national security partners assemblies Empresas) with the to six months after the
entities, healthcare and shareholders fiscal year ending 31 lifting of the lockdown
entities, food meetings are required December 2019. in favour of all debtors
industry, and to be held physically The Bolivian Financial
financial institutions. in the legal domicile of Supervision Authority
By means of SD the company. (ASFI), which is also
4229, Conditioned Nevertheless, the the regulator of public
and Dynamic minutes of the issuers, on 26 March
Lockdown was meetings may be 2020 issued a
established since signed with a digital communication
10 May 2020 to signature. extending the
12Special rules on Special extension Web address / Other special corporate
electronic on deadlines to Suspension of the access of the governance or trade
Actions Lowered reporting voting/virtual adopt and disclose terms of proceedings primary securities restrictions measures
Ban on physical
recommended to threshold meeting for financial statements regulator – on public issuers Additional
Country financial market
Short selling ban meetings of
corporate bodies if and other specifically if they comments
corporate bodies
participants not regulated earlier documents required are keeping all of
in legal regulations by securities their measures in
or by laws regulator one resource area
gradually lift the publication of financial of banks and financial
lockdown, based on statements of banks entities, without
BUFETE AGUIRRE QUINTANILLA SORIA & NISHIZAWA
governmental and financial penalty or incremental
assessment of the companies until 30 interests, and
Covid-19 risk level April 2020. Also, by temporally reduction
snishizawa@baqsn.bo; lazurduy@baqsn.bo
Santiago Nishizawa and Leonardo Azurduy
in each city. The means of a of payment of public
sectors of industry, communication dated utilities.
manufacturing and 26 March 2020, ASFI
construction were extended the term of
included to the publication of list of
exception regime, funds of open
authorising them to investment funds until
BOLIVIA (2 of 2)
resume business 31 April 2020.
activities following
the biosecurity By means of
protocols. Resolution ASFI No
265/2020, dated 24
April 2020, ASFI
approved
exceptionally the
publication of financial
statements and list of
funds of open
investment funds
using electronic
means, which will be
required to be
published physically
once the lockdown is
lifted.
13Web address /
Special extension on access of the
Actions Special rules on electronic voting/virtual deadlines to adopt and Suspension primary securities Other special
Lowered Ban on physical
recommended to meeting for corporate bodies if not disclose financial of the terms regulator – corporate Additional
Country financial market
Short selling ban reporting meetings of corporate
regulated earlier in legal regulations or by statements and other of specifically if they governance or comments
threshold bodies
participants laws documents required by proceedings are keeping all of trade restrictions
securities regulator their measures in measures on
one resource area public issuers
N/A N/A N/A No prohibition of No special rules are introduced. Provisions of N/A N/A Federation of Bosnia N/A N/A
physical meetings of Company law are applicable if internal acts and Herzegovina:
corporates bodies; of the company do not regulate this matter. www.komvp.gov.ba/s
patricia.gannon@karanovicpartners.com
however, it is strongly ite/index.php/en
recommended that all Republika Srpska company law -
meetings of larger shareholders’ meeting of a limited liability Republic of Srpska:
BOSNIA AND HERZEGOVINA
groups of persons company with no more than ten members of www.secrs.gov.ba
should be cancelled the company may be held using a
Karanovic & Partners
and if a meeting is conference call or other audio and visual
Patricia Gannon
necessary it should be communication equipment.
organised in a large
room, with sufficient Company law of the Federation of Bosnia &
space between the Herzegovina does not regulate virtual
meeting participants meetings for corporate bodies, meaning that
(one to two metres). corporate bodies may enact decisions and
may hold the sessions by video
conference/phone only if stipulated by the
company’s internal acts.
14Web
address/acce
ss of the Other special
primary corporate
Lowered Special extension on Suspension of the governance or trade
Special rules on electronic securities
Actions deadlines to adopt and
Short reporting voting/virtual meeting for terms of proceedings regulator – restrictions measure
recommended to Ban on physical meetings of disclose financial Additional
Country selling threshold corporate bodies if not specifically if s on public issuers
financial market corporate bodies statements and other comments
ban regulated earlier in legal they are
participants documents required by
regulations or by laws keeping all of
securities regulator
their
measures in
one resource
area
The Securities and Exchange N/A. N/A. The Brazilian Federal Government sanctioned Before the Covid-19 pandemic, According to the MP 931, exceptionally The Brazilian federal The CVM makes The CVM Resolution 849 The CVM Resolution 849
Commission of Brazil (CVM) (except for Provisional Measure 931 (MP 931), which shareholders of public companies were during the fiscal year of 2020, CVM government sanctioned available on its set forth the suspension, allowed investment funds to
recognised that the extensions amended certain provisions of Brazilian already allowed to vote remotely in may extend the terms established in Provisional Measure 928, website the for four months, of the 90- hold virtual meetings for all
postponement of disclosure of on Corporate Law, among other things, and shareholders meetings by a proxy vote the Brazilian Corporate Law for which suspends running resolutions, day term, counting from eligible matters in 2020, even
information to the market deadlines) allowed for the extension of some reporting mechanism called ‘Remote Voting Form’. publicly held companies. of limitation periods for instructions and the acquisition, for trading if there is no provision in the
tends to accentuate situations deadlines by issuers and the postponement of Each company is required to describe in application of guidelines in the securities distributed regulation, provided that
of information asymmetry. annual shareholders’ meetings for a period of the shareholders meetings calling The CVM (Resolutions 849 and 852) administrative penalties connection to the with restricted efforts in investors are informed and
Therefore, CVM has seven months, from the end of the respective material as well as in their reference form has extended the deadline for under Law 12.846/2013 Covid-19 regulated markets, when, have the option to participate
strengthened the rules that fiscal year for companies which fiscal year ends (ie, an annual disclosure form) the rules, disclosure of: (1) first and third quarter (‘the Anti-Corruption pandemic: alternatively or in the meeting.
seek to ensure that the between 31 December 2019 and 31 March policies and practices relating to financials of companies and hotel Law’), Law 9.873/1999 www.cvm.gov.br/no cumulatively: (1) the
integrity of the market remain 2020, due to the Covid-19 pandemic. shareholders’ meetings, including how developments with the fiscal year (which establishes ticias/index.html?ta acquirer is a professional In addition, Resolution 849
fully in force, especially those the shareholders may vote remotely by ended on 31 December 2019 and 31 limitation periods for gs=+Coronavirus. investor; and (2) the also authorised the automatic
that prohibit the use of In relation to public companies, the MP 931 proxy. March 2020, for a period of 90 days punitive actions brought security is issued by a approval of the financial
privileged information and delegated to the CVM powers to regulate: (1) after the end of the quarter (extended by the Federal Public company duly registered statements of all investment
price manipulation. the way shareholders remotely may take part The CVM’s new regulation on remote for 45 days); (2) Registration Form, for Administration), Law with the CVM. funds, for the fiscal years
and vote in shareholders meetings; and (2) access to the shareholders meetings a period until 31 July 2020 (extended 8112/1990 (which ended between 31 December
The CVM highlighted the allow public companies to hold shareholders allowed online participation of for two months); (3) Annual update of establishes the legal The MP 931: (1) extends 2019 and 31 March 2020, if
importance of publicly held meetings outside of its headquarters or entirely shareholders in shareholders meetings. the Reference Form, for a period of regime applicable to the terms in office of the the corresponding meeting is
companies and their online. seven months after the end of the federal public servants, current management until not installed due to the non-
mussnich@bmalaw.com.br
independent auditors to In the case of partially or exclusively fiscal year (extended for two months); including those working in the date of such meeting attendance of investors and
carefully consider the impacts The CVM issued Instruction 622, which allowed virtual meetings, it shall be necessary for (4) Financial Statements of domestic federal agencies and is held; (2) authorised the provided the fund’s audit
of Covid-19 on their business publicly-held companies to hold virtual companies to include in the respective issuers and hotel developments (and federal public board of directors or, if opinion is unqualified.
Chico Müssnich
and to report in the financial meetings. The exclusively virtual meetings shall call notice, in addition to the information Financial Statements in Standardised foundations), and other there is no board, the
statements the main risks and be deemed to be held at the company’s required by Article 124 of the Brazilian form DFP), for a period of five months legislation applicable to officers, to declare Brazilian Stock Exchange
uncertainties arising from this headquarters and the partially virtual meetings Corporate Law and CVM Instruction 481, after the end of the fiscal year government employees. dividends, with no need to (B3) has also established
BMALaw
BRAZIL
analysis, in compliance with may, exceptionally and upon justification, the information detailing the rules and (extended for two months); (5) make any amendment to measures in order to provide
the applicable accounting and presented in the call notice, take place outside procedures on how shareholders may Financial Statements related to In addition, the CVM the bylaws; and (3) relief to companies, specially
auditing standards. the company’s headquarters, including in participate and vote remotely, including unregistered issuers that made offers (Resolution 848) set forth authorised the board of related to: (1) the reporting on
another municipality. information related to the access and use at an organised trading desk, for a the suspension or directors to resolve, ad periodic information; (2) free-
of the electronic systems. period of five months after the end of extension of deadlines in referendum, on urgent float requirements; (3) circuit
According to the CVM new regulation, the the fiscal year (extended for two its regulations, among matters within the breaker rules; and (4) the
shareholders meetings can be held: (1) months); (6) Report of the Corporate which are highlighted: (1) competence of the compliance with legal
exclusively virtual, if the shareholders Governance Code of Publicly Held suspension of procedural shareholders’ meeting, deadlines.
participate and vote though electronic systems; Companies in category A, for a period deadlines that run against except if otherwise set
or (2) partially virtual, if the shareholders of nine months after the end of the respondents in forth in the bylaws.
participate and vote in person or remotely, in fiscal year (extended for two months); administrative
both cases without prejudice to the use of the (7) Annual Report published by the proceedings, while the
'Remote Voting Form'. In addition, in the case of fiduciary agent to debenture holders state of emergency
virtual meetings, the company may request the with the relevant facts that occurred brought on by Covid-19
shareholders, who intend to participate in the during the fiscal year ended, for a exists; (2) postponement,
meeting, to deposit the documents required in period of six months after the end of for 120 days, of the
the call notice at least two days prior to the the fiscal year (extended for two maturity of obligations
meeting (digital protocol of the documents is months); (8) Report prepared by assumed in the terms of
allowed). fiduciary agent of certificates of real commitment, entered into
estate receivables, for a period of six by the CVM and not
The electronic systems provided by the months from the end of the fiscal year settled, whose maturities
companies for the remote participation in the (extended for two months). have not occurred until
shareholders meetings shall guarantee: (1) the publication date of CVM
registration of the presence of shareholders and Resolution 848; and the
their respective votes; (2) the possibility of suspension of other
simultaneous demonstration and access to deadlines to comply with
documents presented during the meeting that several regulatory
have not been previously made available; (3) obligations.
the meetings’ full record; (iv) the possibility of 8
communication between shareholders.Other special
Special extension corporate
Special rules on Suspension of the Web governance or
on deadlines to
Lowered electronic terms of address/access of trade
adopt and
Actions reporting voting/virtual proceedings the primary restrictions mea
Ban on physical disclose financial
recommended to Short threshold meeting for securities regulator sures on public
Country financial market selling ban
meetings of
corporate bodies if
statements and
– specifically if they
Additional comments
corporate bodies other documents issuers
participants not regulated earlier are keeping all of
required by
in legal regulations their measures in
securities
or by laws one resource area
regulator
A state of emergency was No No express No express ban Such options exists Yes – most deadlines Yes with respect to Financial Supervision N/A. A one-month extension of
imposed by an Act of the express provisions on physical anyway under the Public for regulatory certain proceedings Commission (FSC): There are the terms which have
National Assembly from resolutions on meetings of Offering of Securities disclosures of only. www.fsc.bg/en/ generally expired during the term of
13 March 2020 and or ban – reporting corporate bodies Act (POSA). financial statements applicable the state of emergency
extended to 13 May and ESMA thresholds (physical (annual and periodic) restrictions following the lifting of the
an Act on the Measures guidance – ESMA distancing is were extended to 30 under the state state of emergency is
and Actions during the is guidance is recommended September 2020. of emergency. provided for: (1) the time
state of emergency followed. followed. where possible). The term for approval limits set in a law, which
Declared by a Resolution of the 2019 expire during the state of
of the National Assembly consolidated annual emergency and involve the
b.boyanov@boyanov.com
of 13 March 2020 (‘the financial statements exercise of rights or the
Emergency Act’). (AFS) by the General fulfilment of obligations by a
Borislav Boyanov
Meeting of the private subject;
BoyanoV & Co
BULGARIA
The FSC follows the Shareholders was (2) the effect of
recommendations of extended to 31 July administrative acts which is
ESMA: 2020. subject to a time limit and
www.esma.europa.eu/pre lapses during the state of
ss-news/esma- emergency.
news/esma-recommends-
action-financial-market-
participants-covid-19-
impact.
16Special rules on
Special extension Web
electronic
on deadlines to address/access of
voting/virtual
Actions adopt and disclose the primary
Ban on physical meeting for
recommended to financial statements securities regulator Other special corporate Additional
Country financial market
Short selling ban meetings of corporate bodies if
and other – specifically if they comments
corporate bodies not regulated Suspension of the governance or trade
participants Lowered reporting documents required terms of proceedings are keeping all of restrictions measures
earlier in legal
threshold by securities their measures in on public issuers
regulations or by
regulator one resource area
laws
Canadian The Canadian To date, there Public gathering Virtual meetings are Blanket relief issued Restrictions on in- British Columbia: Issuers should not Exemptive relief
Securities Securities have been no restrictions differ allowed in some by all members of the person hearings: www.bcsc.bc.ca purchase their own available from
Administrators Administrators proposed by jurisdiction. jurisdictions, subject Canadian Securities • Ontario: no in- securities pursuant to Investment Industry
(CSA) have (CSA) and the changes to the Provinces and to requirements in Administrators (CSA) person hearings Alberta: a normal course Regulatory
advised issuers that Investment ten per cent territories have the company’s provides for a 45-day until 30 April https://www.albertase issuer bid while in Organization of
wish to rely on Industry early warning imposed limits on governing extension for 2020. curities.com/ possession of Canada (IIROC)
blanket orders of Regulatory reporting public gatherings documents. reporting and filing • British Columbia: material undisclosed Dealer Member Rules
each province and Organization of threshold and ranging from a requirements for no in-person Saskatchewan: information, for an initial six-month
territory providing Canada related one maximum of two For companies certain documents hearings until 12 www.fcaa.gov.sk.ca especially when period in areas such
temporary relief (IIROC) are business day people to 50 governed under the otherwise due May 2020. relying on filing as client document
and 45-day monitoring buying people (with one Ontario Business between 23 March • Alberta: reviewing Manitoba: exemptions. approval or execution,
extensions for short selling moratorium due territory banning Corporations Act, 2020 and 1 June hearings on a www.mbsecurities.ca filing of Approved
certain filing activity to to the pandemic. all public Ontario Regulation 2020, including case-by-case Person Information,
requirements detect and gatherings). It is 107/20 under the management basis. Ontario: notice of termination,
during an ongoing intervene in There have also unclear in some Emergency discussion and • Quebec: in- www.osc.gov.on.ca Form 1 audit
prospectus instances of been no jurisdictions Management and analysis, annual person hearings procedures, pre-trade
distribution should abusive or changes to whether physical Civil Protection Act information forms, are adjourned, Quebec: approvals, trade
cease the manipulative alternative annual and provides that despite annual and interim except for urgent https://lautorite.qc.ca/ reviews, late filing
PTardif@blg.com
CANADA (1 of 4)
distribution and trading. CSA monthly special meetings any provision in the financial statements, matters, until en/general-public/ fees, margin-related
Philippe Tardif
contact their and IIROC will reporting or of shareholder governing working capital public health relief, identity
principal regulator consider insider reporting and directors’ documents, reports, net asset emergency New Brunswick: verification to comply
BLG
to discuss this limiting short deadlines. meetings meetings may value error reports, declaration www.nbsc-cvmnb.ca with federal anti-
matter. selling if constitute public temporarily be held executive expires. money laundering
Issuers relying on warranted. gatherings. electronically and compensation • Manitoba: no in- Nova Scotia:
exemptive relief those who disclosure, technical person hearings nssc.novascotia.ca
must comply with IIROC Most jurisdictions participate or vote reports, reserves until 30 April
certain conditions, publishes have also imposed using electronic data, notices of 2020. Prince Edward Island:
including disclosing summaries of mandatory means are deemed change in year-end, • New Brunswick: https://www.princeed
any material reported short closures of all to be present. corporate structure, in-person wardisland.ca/en/topi
business positions and non-essential auditor, business hearings c/securities
developments since short sale workplaces. Companies acquisition reports, adjourned.
the last filing of activity on its governed under the and fee-related Newfoundland and
their financial website. Canadian Business requirements, subject Labrador:
statements. In Corporations Act to certain conditions, https://www.gov.nl.ca/
snl/securities/
Northwest Territories:
https://www.justice.go
v.nt.ca/en/divisions/le
gal-registries-
division/securities-
office/
17Special rules on Special extension Web address /
electronic on deadlines to access of the
Actions voting/virtual adopt and disclose primary securities
Ban on physical
recommended to Lowered meeting for financial statements Suspension of the regulator – Other special corporate Additional
Country Short selling ban meetings of
financial market reporting corporate bodies if and other terms of proceedings specifically if they governance or trade comments
corporate bodies
participants threshold not regulated earlier documents required are keeping all of restrictions measures
in legal regulations by securities their measures in on public issuers
or by laws regulator one resource area
determining what is However, can hold virtual including issuing and Investment Industry Nunavut: none. requirements. A
'material’, issuers workplaces meetings if permitted filing news releases Regulatory written application is
should refer to existing engaged in by by-laws. If by-laws on SEDAR. Organization of Yukon: required.
securities rules and capital markets are silent/prohibitive, Canada (IIROC): In- www.community.gov.
guidelines, including and related directors may amend For investment fund person hearings yk.ca/fr/corp/securitie IIROC is accepting
National Policy 51-102, securities trading them, effective until issuers: 45-day suspended until 30 s_about.html alternatives to wet
National Policy 51-201 and advisory the next meeting. extension for filing of April 2020. Hearings signatures, requests
and National Policy 12- services activities financial statements, adjourned unless they Investment Industry for extensions to post-
203. are considered CSA has advised that management report of can proceed by way Regulatory licensing due dates.
essential issuers that have fund performance, of teleconference or Organization of
Provincial/Territorial services, already sent and filed custodian reports, in writing. Canada: Mutual Fund Dealers
Blanket Orders: including proxy-related valuation report, www.iiroc.ca/ Association (MFDA)
issuers should not file regulators and materials and want to annual information Mutual Fund Dealers members are allowed
preliminary or final registrants, in change the annual forms, prospectus Association (MFDA): Mutual Fund Dealers to postpone
prospectuses for an Ontario, British general meeting lapse date and compliance Association: obligations to conduct
offering of securities Columbia, (AGM) date/location, renewal, subject to examinations to be www.mfda.ca on-site branch
PTardif@blg.com
CANADA (2 of 4)
until it has filed all the Alberta, or make the AGM certain conditions conducted remotely, reviews and periodic
Philippe Tardif
documents for which it Saskatchewan, virtual, can notify depending on the no attendance at Toronto Stock visits.
relies on exemptive Quebec, security holders province or territory. member offices. For Exchange/TSX
BLG
relief, Manitoba, Prince without sending disciplinary hearings, Venture Exchange: On a case-by-case
including annual Edward Island additional materials, Blanket orders are MFDA will use remote www.tsx.com/ basis, the TSX will
financial statements, and Yukon. provided the issuer harmonised across all methods where use a shorter time
annual request forms, issues a news release jurisdictions except possible. period for the
management In other and files it on the Ontario, Alberta, determination of
discussion and jurisdictions, System for Electronic Saskatchewan, market price for the
analysis, annual these workplaces Document Analysis Quebec, Nova Scotia purposes of pricing
information form, are not an and Retrieval and New Brunswick securities for private
executive essential service (SEDAR). Issuers that provide for an offering placements.
compensation, etc. but not prohibited have not yet sent and memorandum
from operating, filed the materials exemption subject to
Issuers relying on subject to should include certain requirements
exemptive relief should guidelines such meeting changes in including issuing a
deliver their annual as social its disclosures. press release.
financial statements distancing.
and For Toronto Stock
Extensions have Exchange (TSX)
been made issuers, relief has
available for been provided in the
form of extensions for
the
18Special rules on Special extension
Web address /
electronic on deadlines to
access of the
voting/virtual adopt and
Actions Suspension of the primary securities
Ban on physical meeting for disclose financial Other special
recommended to Short selling Lowered terms of regulator – Additional
Country financial market ban reporting
meetings of corporate bodies statements and
proceedings specifically if they
corporate
comments
corporate bodies if not regulated other documents governance or trade
participants threshold are keeping all of
earlier in legal required by restrictions measure
their measures in
regulations or by securities s on public issuers
one resource area
laws regulator
management Toronto Stock filing of annual There has also been
discussion and Exchange and financial statements an increase to the
analysis before or TSX Venture for the year ended 31 daily purchase limit
with the delivery of Exchange issuers December 2019 until for normal-course
the management to hold AGMs up 14 May 2020, issuer bid (NCIB)
information circular to and including extension of security purchases from 25
delivered for its next 31 December holder approval of per cent to 50 per
annual general 2020, as security-based cent for TSX issuers
meeting (AGM) of opposed to the compensation until 30 June 2020.
security holders. usual arrangements to
Issuers should still requirement for anytime in 2020, and For TSXV issuers,
send annual request meetings to be relief from de-listing temporary relief has
forms before the held within six of securities until 31 been provided in the
record date for its months of fiscal December 2020, form of a decrease in
next AGM. year end. These among others. minimum price at
PTardif@blg.com
CANADA (3 of 4)
Philippe Tardif
extensions are which shares can be
Assess adequacy of subject to For TSX Venture listed from CAD$0.05
policies, procedures compliance with (TSXV) issuers, the to CAD$0.01.
BLG
and controls to corporate law filing of annual
ensure an requirerments. financial statements
appropriate business and management
continuity plan is in Ontario discussion and
place. Monitor Regulation analysis for the year
publicly available 107/20 under the ended 31 December
information to Emergency 2019 has been
ensured continued Management and extended to 15 June
client service and Civil Protection 2020.
regulatory Act provides that
compliance. meetings for
Ontario
For dealer members incorporated
of self-regulated corporations
organisations, see required to be
under ‘Additional held during a
Comments’. declared
emergency can
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