Today is from the BMJ the “Draft law introducing virtual general meetings of public limited companies‘ been published. In a new § 118a AktG‑E, it provides that a virtual AGM can be introduced as an option to the hall presence AGM by changing the articles of association. Detailed specifications are made for this (regarding audio-video transmission, the shareholders’ right to submit motions, speak and ask questions, also Section 130a AktG-E). For a transitional period (until August 2023), the board of directors and the supervisory board can also hold such an AGM without being authorized by the articles of incorporation. This gives the companies the opportunity to create this statutory basis in the 2022/2023 general meetings. The proposed regulation applies to all stock corporations, not just those listed on the stock exchange. And it applies to all resolutions (including transformation, squeeze-out, delisting).
The regulation idea of the draft bill is to be welcomed in principle. It follows the justification of the draft of a “best practice” that some companies have developed under the COVMG regime (the VHV according to Corona rules) by relying on the widest possible interaction of the shareholders (especially Deutsche Bank AG). Two alternatives have thus been discarded: small AGMs in attendance from a quorum, incidentally involving small shareholders; General freedom of statutes for the implementation of the AGM, iE a competition of the systems.
The right to defects in resolutions is not touched upon, except for the extension of the exclusions from rescission for technical faults. Legal certainty is extremely important in this area. In view of the many “implementing provisions” for the VHV, none of which have yet been tried and tested in court, it could happen that the virtual variant is used rather hesitantly.
Since the coalition agreement provides that “we will permanently enable online general meetings and fully protect shareholders’ rights”, the project should quickly lead to a government draft and parliamentary legislation.
The COVMG also affects GmbH and associations. However, the new regulation presented here is limited to company law. With that