Decision of the Berlin Higher Regional Court on the permissibility of a ban on bringing mobile phones and notebooks to general meetings
In a decision dated November 5, 2024 (Case No.: 14 U 122/22), the Berlin Higher Regional Court clarified that a blanket prohibition on carrying mobile phones or notebooks during a general meeting is impermissible. This decision could have far-reaching implications for the practice of meeting management as well as the rights of shareholders. The following provides a detailed analysis of the background, key legal considerations, and potential practical consequences of this ruling.
Background: Order and rights at general meetings
Significance of the general meeting and shareholder rights
The general meeting represents the central decision-making body within a stock corporation. Here, shareholders exercise their fundamental co-administrative rights, in particular the right to vote and the right to ask questions. Effective participation rights are of essential importance for the exercise of these rights. Restrictions that impair participation or decision-making without sufficient legal or factual basis are regularly debated regarding their compatibility with the protective provisions of the Stock Corporation Act.
Practical handling of technical devices at meetings
In the past, companies were often permitted to establish extensive rules for the handling of technical devices such as mobile phones or notebooks through so-called meeting regulations. This was primarily justified for the maintenance of order during the meeting and the prevention of disruptions. However, in the digital age, electronic devices play an increasingly important role in obtaining and documenting information, which calls for a more nuanced assessment of the permissibility of general bans.
Court decision: Impermissibility of a blanket ban on carrying devices
Facts of the case and action for annulment
In the case at hand, the company, through its meeting management, had generally prohibited the carrying of smartphones and notebooks during the general meeting. The ban applied to all participants of the meeting, with no exceptions that were factually or substantively justified. A shareholder challenged this in an action for annulment, citing a significant impairment of his participation rights and decision-making.
Legal considerations of the Higher Regional Court
The court clarified that an undifferentiated prohibition on carrying mobile phones and notebooks is not consistent with the principles of proper meeting management and, in particular, is incompatible with the exercise of shareholder rights. While the meeting management is authorized to take measures to maintain order and prevent disruptions, this does not justify a blanket prohibition, but only targeted measures in the event of concrete disturbances.
In its reasoning, the court refers, among other things, to developments in case law regarding meeting law and to the increased practical relevance of technical devices for the exercise of information and documentation interests. Furthermore, the Stock Corporation Act provides adequate means, such as under section 131(2) or section 129(3) AktG, to address specific cases of misuse. A general total ban is therefore disproportionate and does not align with the protective purpose of the statutory provisions.
Significance for the exercise of shareholder rights
The decision makes clear that the exercise of shareholder rights must not be unduly restricted by internal company regulations or preventive orders. The guiding principle remains proportionality. The court therefore emphasizes that technical restrictions are only permissible under strict conditions and must always be subject to a balancing of interests.
Implications for practice and future meetings
Options for meeting management design
Members of the meeting management must, going forward, carefully consider whether and to what extent regulations on the handling of technical devices are necessary and proportionate. Specific measures on a case-by-case basis will likely remain permissible—particularly where there are concrete indications of disruptions or misuse of technical devices for prohibited audio or video recordings. However, general bans on carrying such devices in the future will be associated with significant legal risks.
Increased legal certainty for shareholders
Through the court decision, shareholders are now enabled to use technical devices for collecting information and enhancing their own participation opportunities. This applies, at least, as long as there are no specific, conflicting interests of the company or other participants. However, it remains unclear how practical handling in individual cases will proceed when interests conflict.
Relevance of the decision for companies and investors
Companies and shareholders should be aware of the far-reaching consequences of this decision. It clarifies the limits of internal company measures and provides guidance for structuring meeting regulations. Recognition of the decision in the overall context of the Stock Corporation Act underscores the importance of safeguarding minority rights and emphasizes the necessary balance between the company’s interests in order and the participation rights of shareholders.
It remains to be seen how this area of law will continue to develop, particularly against the backdrop of increasing digitalization and heightened regulatory requirements for meetings.
Should further legal questions arise in connection with the conduct of general meetings or the drafting of meeting regulations, the attorneys at MTR Legal are gladly available to assist you with profound expertise.
