Germany Introduces Online-Only Shareholders’ Meetings in Response to COVID-19: New Law Applies to German Stock Corporations, German Partnerships Limited by Shares and European Companies (Societates Europaeae) Registered in Germany

Sullivan & Cromwell LLP - March 25, 2020
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The new law allows online-only participation and voting by shareholders, shortens the period to convene both physical and virtual shareholders’ meetings from 36 days to 21 days, and provides for questions to be asked by shareholders and responded to by management in advance of the meeting by way of FAQ posted to the company’s website.

On March 25, 2020, the German Parliament (Bundestag) resolved on the Act for the Mitigation of the Consequences of the COVID-19 Pandemic. The new law, among other things, allows German companies for the first time to hold online-only shareholders’ meetings. The Council of the German Federal States (Bundesrat) is expected to approve the law on March 27, 2020, so that it may become effective as early as March 28, 2020. The legislative process will have been executed within less than ten days after the initial draft became public on March 20, 2020 and was agreed by the German Federal Government (Bundesregierung) on March 23, 2020.