Emergency legislation: possible issues relating to general meetings

On 3 April last, the Ministry of Justice and Security announced emergency legislation: “to solve practical problems arising from the corona crisis.”

Part of this emergency legislation is that the management board may determine that the general meeting may only be followed via livestream, subject to the condition that members and shareholders can submit questions during the meeting or in advance, which will be answered no later than at the meeting itself.

Two matters in particular stand out in the legislative proposal:

  1. If a member or shareholder has not been able to participate optimally in such a meeting, the resolutions passed will still be legally valid; and
  2. It appears that the minister considers allowing for decisions taken at livestream meetings which have already taken place, to be granted legal effect retroactively.

On the basis of this message, the question therefore arises as to how to deal with, for example:

  • a poor (video) connection at potentially crucial moments in the general meeting; or
  • disagreement about resolutions at livestream meetings already held in which the members or shareholders have not (properly) recorded their agreement with the manner of decision-making;

The legislative proposal has now been referred to the Council of State (Raad van State). It follows from the press release that the text of the proposal and the advice of the Council of State (Raad van State) will become public upon submission to the House of Representatives (de Tweede Kamer).

The press release of the central government can be found here: https://www.rijksoverheid.nl/actueel/nieuws/2020/04/03/spoedwetgeving-op-het-terrein-van-justitie-en-veiligheid (in Dutch).

To be continued.

credits: CC: Sofitel Dubai Downtown (source:flickr)

This publication was written by Marein Smits and Thom Schölvinck

Leave a Reply

Your email address will not be published. Required fields are marked *