The virtual general meetings of shareholders in times of crisis - legal aspects

Abstract

The Company Law universally requires shareholders to participate in meetings in order to formulate a set of corporate acts. Although provisions allowing the possibility for virtual shareholder meetings have already been implemented in many legislations, the COVID-19 crisis has given this relative legal novelty a status of paramount regulatory importance. The post-crisis regulatory development of the field in light of the process of digitalisation is the subject of this paper. The paper firstly gives an overview of the academic debate on the subject with a focus on the pandemic. Then, it continues to produce a comparative overview of virtual general meetings regulations in selected jurisdictions, namely Switzerland, Italy, Germany, U.S. state of Delaware and the European Union Company Law. Prior to the pandemic, the Croatian Company Law encompassed the possibility for hybrid virtual general meetings of shareholders if stipulated in company bylaws. The aforementioned possibility was used in Croatia for the first time during the outbreak of the COVID-19 crisis. The conclusions of the paper produce general recommendations for regulatory policy in this field with an emphasis on the European and the Croatian Company Law de lege ferenda.

Keywords

• virtual general meetings of shareholders
• company law
• corporate governance
• covid-19
• digitalisation