The Hybrid General Meeting of Stock Corporations
The holding of purely virtual Annual General Meetings of stock corporations has been permitted since 27 July 2022 in accordance with Section 118a AktG, insofar as this is provided for in the company’s articles of association. Based on previous experience, the majority of DAX-listed companies have also held a purely virtual Annual General Meeting.
However, we believe it is foreseeable that the holding of a purely virtual Annual General Meeting will meet with practical concerns among shareholders in future. This is because shareholders still have a need for free communication, free speech and the ability to speak back. In contrast, the integration of virtual elements at an Annual General Meeting held in person, a hybrid Annual General Meeting, could represent a practical model for the future in many cases. Section 118 para. 1 sentence 2 AktG provides the legal basis.
This year’s Annual General Meeting of BEST-RMG Reisen Management AG on 11.05.2023 in Stuttgart is an example of this.
This was held as a face-to-face event with the special feature that shareholders were able to join in virtually, e.g. from their vacation destination abroad, with password-protected video and audio. Virtual participants were able to communicate directly with those present at the Annual General Meeting and take part in discussions at any time, either using a chat function or via a live stream (video and audio transmission). Votes were processed for all participating shareholders, regardless of whether they were present or connected virtually, via an app on an electronic device, smartphone or tablet.
We Advise on …
- Support for Stock Corporations
- Planning and Chairing General Meetings
- Advice for Management and Supervisory Boards
The technical standards required for this and the legal preparation and support are of course crucial for the success of such an event and are not cheap! On the other hand, significantly higher attendance rates and – in general – greater overall cost efficiency can be achieved.
For this reason alone, hybrid events will become much more important. However, one fly in the ointment should not go unmentioned: Despite all the strong security measures, the risk of unauthorized participation by people and even technical manipulation of the event cannot be completely ruled out.
The new provisions of the articles of association stipulate that the company can hold purely virtual, hybrid or purely in-person general meetings at its discretion.
Incidentally, the articles of association of a GmbH can also stipulate the admissibility of a purely virtual meeting or a hybrid form.