Notes on Proxy Voting at Shareholder Meetings: Impact on Resolutions in Corporations
In the context of shareholder meetings of a corporation, proper invitation of the shareholders is of significant importance. Invitations regularly include notes on the exercise of voting rights by proxies. However, it is questionable how incorrect information regarding proxy authorization affects the validity of resolutions passed at a shareholder meeting.
Requirements for Convening the Shareholder Meeting
Permissible Content of the Invitation
The invitation to the shareholder meeting pursuant to § 121 para. 3 AktG must particularly include the agenda and necessary information about the procedure of the meeting. Besides mandatory information, companies often use the opportunity to include additional notes that serve to clarify matters for shareholders – these include explanations on the granting of voting proxies.
Voluntary Notes on Authorization
Frequently, the invitation includes additional information on the procedure for authorizing third parties or intermediaries. It is possible that these notes do not fully comply with legal requirements or that some aspects are inaccurately presented.
Existence of a Convening Defect Due to Incorrect Information
No Convening Defect Due to Incorrect Additional Statements
According to the Federal Court of Justice, incorrect information on the exercise of voting rights by proxies does not generally constitute a convening defect within the meaning of the Stock Corporation Act, as long as the legally required information in the invitation remains complete and correct. Only if mandatory information is incorrect or incomplete could the nullity of resolutions be considered.
Relevance of Statutory Minimum Requirements
The legal regulations stipulate which information must be included in the invitation. Voluntary notes that go beyond this do not lead to an error consequence affecting the validity of shareholder meeting resolutions, even in cases of inaccuracies such as incorrect details on proxy authorization. It remains crucial that the statutory and constitutional requirements for convening are met.
Effects on Resolutions
No Nullity of Affected Resolutions
The BGH has clarified that incorrect notes in the invitation to the shareholder meeting, which solely pertain to the procedure of proxy voting, generally do not lead to the nullity or contestability of resolutions passed at the meeting. Shareholders retain their rights and can continue to exercise their voting rights independently or through a legally permissible representative.
Orientation Towards the Practice of Companies
In this context, it should be noted that companies are obliged to adhere to the correct legal requirements for optional explanations. Incomplete or incorrect information that does not concern the core area of legal obligations does not exert any legal hindrance on the resolutions.
Legal Classification and Need for Advice
The decision clarifies that the requirements for invitations to shareholder meetings are to be strictly aligned with legal regulations. Information beyond the scope does not render resolutions passed at the meeting void, as long as mandatory requirements are not violated. For further questions about the requirements of a proper convening and the validity of shareholder meeting resolutions, it is advisable to seek a qualified legal assessment. More information and support in the context of individual legal advice in stock corporation law is offered by the MTR Legal team, available at Legal Advice in Stock Corporation Law.
