GERMANY Law and Practice Contributed by: Christoph Nolden, Nicolas Ott, Stefan Mendelin and Thomas Glaser, SZA Schilling, Zutt & Anschütz
2.5 Format of Meeting In response to the COVID-19 pandemic, the Ger- man legislature introduced virtual general meetings for stock corporations. Following the initial years of experience with virtual general meetings (which, overall, were good from the authors’ point of view), the legislature made certain adjustments enhancing shareholders’ rights in general meetings. Currently, holding a virtual general meeting is only permissible if: • the option to do so is provided for in the articles of association; • such option is limited in time to a maximum period of five years; and • certain further conditions are met. The latter conditions include that: • the entire general meeting will be transmitted by video and audio; • shareholders’ voting rights can be exercised by means of electronic communication or by proxy voting; • shareholders participating virtually in the general meeting can submit motions and election propos- als by means of video communication; • shareholders participating virtually in the general meeting can request information and exercise their information rights electronically; and • shareholders participating virtually in the general meeting can express their objections to any of the resolutions of the general meeting by means of electronic communication. In limited liability companies, there is no comparably detailed legislation on virtual shareholders’ meetings. However, the legislature has passed a law stipulating that shareholders’ meetings may be held by video if all shareholders consent thereto in text form (even if the articles of association do not provide for virtual shareholders’ meetings). Beyond these statutory pro- visions, the shareholders can agree on further provi- sions in the articles of association. 2.6 Quorum, Voting Requirements and Proposal of Resolutions There is no general statutory quorum for general meetings of stock corporations. The legal situation
ing a court request. The articles of association may lower the threshold for convening the shareholders’ meeting, but they may not lift it to a higher proportion of the share capital. 2.4 Information and Documents Relating to the Meeting The convocation of a general meeting of a stock corporation is required to be published in the (online available) federal gazette ( Bundesanzeiger ). However, if all names of the shareholders are known to the com- pany, the general meeting can also be convened by registered letter. At the general meeting, each shareholder of a stock corporation may request information on the compa- ny’s affairs from the executive board. Circumstances outside the company are deemed to be affairs of the company if they have a legal or factual connection to the company. However, informational requests can generally only be made to the extent necessary for a proper assessment of the items on the agenda of the general meeting. The convocation of a meeting of the shareholders in a limited liability company can be made by registered letter (if the articles do not require otherwise). Infor- mation rights of shareholders of limited liability com- panies are much more extensive compared to stock corporations: the managing directors have to provide each shareholder, upon their request, with all infor- mation on the company’s affairs and allow them to inspect the books and company documents. Information rights are also not limited to the share- holders’ meeting but can be asserted at any reason- able time. The right to inspect the books and company documents can also be asserted without making ref- erence to or specifications on specific objects. The shareholders’ meeting, however, may resolve to refuse provision of information or inspection if there is a con- cern that the shareholder may make use thereof for non-company purposes and thereby put the company at a significant disadvantage. Such a resolution may be considered if, for instance, a shareholder request- ing information works for a competitor.
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