On 20 March 2020 a Grand ducal regulation was published introducing a number of measures facilitating board and shareholders meetings in the coming weeks. These measures can be summarized as follows:
Luxembourg based companies may organize
• Shareholders meetings, even if the articles determine otherwise, without a physical meeting, and require their shareholders to attend the meeting:
1) by voting remotely in writing or by electronic means, provided that the resolutions or decisions to be taken have been published or sent to them in advance;
2) by means of a proxy designated by the company; or
3) by video conference or any other means of communication allowing shareholders' identification.
It is important to note that:
o Proxyholders appointed by the shareholders may only participate as set forth above.
o Shareholders attending as described above are deemed to be present or validly represented for the purpose of the quorum and majority at such meeting.
• Board meetings, even if the articles determine otherwise, without a physical meeting:
1) by circular resolutions; or
2) by video conference or any other means of communication allowing board members' identification.
Board Members participating by such means are deemed present for the purpose of quorum and majority.
Companies are allowed to proceed as described above for any meeting convened for 30 June 2020 at the latest. Companies who already sent out a convening notice and wish to proceed as above are under the obligation to publish such decision and, and, notify their shareholders in the form in which convened such meeting or by publication on their website no later than three (Luxembourg) business days before the said meeting.
More information on this topic can be found in the special COVID-19 website section and in our latest related articles (see below):
- Corporate governance: Combining transparency, responsibility and control;
- Corporate: How to continue good corporate practice;
- Financial restructuring & insolvency: Diagnose the risks and challenges.
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