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15.02.2022

Further update on the virtual general meeting: Will it actually be introduced permanently beyond 2022 under stock corporation law?

After the legislator, due to the Corona situation and the associated contact restrictions, allowed for the first time in spring 2020 with the provisions in Art. 2 of the Act to Mitigate the Consequences of the Covid 19 Pandemic in Civil, Insolvency and Criminal Procedure Law (Covid 19 Act) the holding of virtual general meetings (VHV), which had been controversially discussed for a long time but never made possible until 2019, these possibilities were - again due to the Corona situation - also extended for the general meetings in 2021 and 2022. Now, general meetings can generally be held as VHVs in the future, irrespective of pandemic conditions. However, the company's articles of association must be amended beforehand, which is only permissible in notarial form.

First draft bill

For the first time, the new federal government plans to allow VHV on a permanent basis. A draft bill on the "virtual general meeting" is now available. In order to allow VHV instead of the face-to-face meeting that has been customary for decades, the German Stock Corporation Act (AktG) is to be fundamentally amended. The corona-related provisional arrangement is thus to become a permanent possibility.

To enable public limited companies to make permanent use of the VHV in future, an option is to be created in the AktG for shareholders to generally allow the administration to make corresponding decisions as early as the 2023 AGM season. However, these options in the articles of association are to be adopted again every five years in order to regularly review the shareholders' will.

Changes to the current situation

In contrast to the VHV based on the Corona situation, which is limited until the end of August 2022, the "new" VHV is not to make any major cutbacks in shareholder participation compared to the face-to-face meeting. The draft bill provides for the right of shareholders to speak at the meeting as well as the right to ask questions. However, the number and duration of speeches could be limited in order to make a VHV plannable for the administration. Speeches should be registered at least four days in advance, and questions should be submitted in advance. In return, the managers' speeches should also be published in advance. In addition, it will be determined for the individual shareholder rights when and in what form they are to be granted within the framework of the VHV.

Conclusion

It remains to be seen what content will ultimately be found in the government draft in comparison to the draft bill and what will then be passed as law and when. Whether the Articles of Association for the 2023 Annual General Meeting can already be adapted accordingly within the framework of VHV 2022 depends on how and when the draft bill becomes a law. However, the first general open-ended introduction of virtual meetings into the AktG and thus the general possibility of a VHV for general meetings from 2023 is fairly certain. In this respect, the rather negatively viewed Corona situation in the AktG, of all things, has led to an acceleration of the digitalisation of this previously tremendously tenaciously discussed but unchanged area of law.

Authors

Tatjana Schroeder

Dr. Tatjana Schroeder

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