annual general meeting

by Dr. Nikolaos PaschosDr. Dirk KocherSebastian GoslarDr. Andreas Lönner

During the spread of COVID-19, listed companies must prepare for their upcoming annual general meeting in 2020.

Key Points:

  • The annual general meeting (AGM) of a listed company must generally take place within the first eight or (for European stock companies) six months of a business year.
  • If meetings are prohibited by law, either completely or restricted to a certain number of participants, they must be postponed. Currently, and subject to longer-term local event bans, this applies to all companies whose AGM was scheduled for March or April 2020. Such postponements do not imply a breach of duty. Companies with an AGM at a later date can and should still wait and see, as cancellations can also be made at short notice.
  • Regularly communicating the cancellation of the AGM by press release is sufficient. An ad hoc announcement is only necessary in exceptional cases.
  • Companies that are affected by a ban on events should try to find an alternative date that is still within the statutory period of eight or six months, respectively. If it later becomes evident (or is already certain) that the meeting cannot be held within this period, the delay should be minimized, although organizational considerations may be taken into account when scheduling the meeting.
  • Once general meetings can be held, companies should take all legal and practical measures to minimize the risk of infection for shareholders, guests, and employees.