Kang Haggerty News
In Delaware, Governor John C. Carney issued a Declaration of State of Emergency in connection with the ongoing coronavirus pandemic. This month, the Declaration was modified (the Tenth Modification) to address the numerous shareholder meetings to be noticed for Delaware companies. The Tenth Modification, acknowledging that physical gatherings are explicitly discouraged, advise that shareholder meetings be held remotely for the “safety, health and wellbeing of participants”.
Corporations are permitted to adjourn their physical meetings or move to a remote format, provided that certain steps are taken if the date and/or “location” (yes, virtual) are being changed. Pursuant to § 232 of Title 8 of the Delaware Code, notice of stockholder meetings is usually given through mail, courier service, or email – but the Securities and Exchange Commission is currently allowing companies to provide certain notices via required public filings and press releases. Consequently, to effectuate the change of an annual meeting to a remote format, Delaware corporations should file this notice with the SEC and issue a press release on their websites immediately afterwards.
Although Delaware law already does generally provide that corporations are allowed to hold stockholder meetings remotely, these provisions (e.g. the board of directors has the discretion to decide upon a remote meeting) must be in the corporation’s organizational documents. Consequently, the Tenth Amendment contains crucial provisions for those corporations whose organizational documents may not have been as explicit on these issues. The other provisions of 8 Del. C. § 211, such as the “reasonable measures” to verify the presence and participation of stockholders/proxyholders, as well as record-keeping, have not been changed by the Tenth Amendment.
On April 22, 2020 the First Judicial District of Pennsylvania executed a Continuation of Judicial Emergency Order, extending the terms issued March 16, 2020 and extended April 1, 2020 by Pennsylvania Supreme Court Order. Under yesterday’s order, the Judicial Emergency in Philadelphia is extended through close of business on May 29, 2020. A summary of the April 1st Order can be found on Kang Haggerty’s blog 
It has been about a month since the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed, yet the allocated funds, particularly for small business forgivable loans, were quickly exhausted. To that end, Congress drafted the Paycheck Protection Program and Health Care Enhancement (“PPPHCE”) Act, which passed in the Senate on April 21st, and is scheduled for a House vote tomorrow, Thursday, April 23rd.
Two recent Executive Orders by Governor Murphy create effective moratorium for termination of insurance and cancellation of cable services during the COVID-19 pandemic. 
Additional Executive Orders geared towards limiting the spread of COVID-19 implemented by Governor Phil Murphy over the weekend including EO122 and 125, providing further restrictions on essential-business (retail stores and construction operations) to ensure the safety of their employees and consumers. Notably, the orders also provide for safety measures required to be taken consumers.
On Tuesday, New Jersey Governor Murphy issued the most recent in a series of orders intended to combat the COVID-19 crises, Executive Order No. 119, extending the current health emergency in the state by another 30 days. This means that, as it stands, the current public health emergency in New Jersey will last at least until May 8, 2020. 
As reported in our March 25th update, New Jersey – by Governor Murphy’s Executive Order 109 – directed businesses to submit inventories on personal protective equipment (PPE), ventilators, and similar equipment. On April 2, 2020 in Executive Order 113, Governor Murphy has now authorized the Office of Emergency Management to repossess and reallocate such resources to meet the State’s needs.