Shareholders' meetings

Shareholders’ meetings are a key body for decision-making within companies. It is at these meetings that fundamental business decisions are taken, strategic directions are set and legally binding resolutions are passed. Proper preparation and conduct are crucial in order to avoid the risk of resolutions being challenged and to ensure legal certainty for shareholders and the management.

A shareholders’ meeting is often also the forum for resolving disputes amongst shareholders (see here [Link to 15]). The highly formalistic rules governing the convening and conduct of shareholders’ meetings provide a loophole for challenging shareholders’ resolutions if they are not observed.

We provide comprehensive advice and support to companies in the preparation, conduct and follow-up of shareholders’ meetings. In doing so, we take into account not only the requirements of company law but also the specific provisions of the articles of association and the particular interests of the parties involved.

Our advisory services include, in particular, the structured planning of the meeting, the drafting of invitations and agendas in a legally compliant manner, and the preparation of draft resolutions. We ensure that formal requirements are met and that resolutions are worded in a clear, unambiguous and actionable manner.

In addition, we assist our clients with:

• the legal preparations for ordinary and extraordinary general meetings of shareholders
• clarifying voting rights, majority requirements and decision-making procedures
• the drafting and review of shareholders’ resolutions
• providing support at shareholders’ meetings, including in situations where conflict is likely to arise
• the follow-up and documentation of the meeting, as well as the implementation of the resolutions passed

Our advice is practical, forward-looking and solution-oriented. The aim is to ensure that shareholders’ meetings are conducted in a legally compliant manner, to structure decision-making processes and to safeguard the company’s ability to act in the long term.