Extension Of The Rules Governing Meetings Of Shareholders And Meetings Of Governing Bodies Of Private Law Businesses

Published date30 September 2020
Subject MatterCorporate/Commercial Law, Coronavirus (COVID-19), Corporate and Company Law, Shareholders, Insurance Claims, Operational Impacts and Strategy
Law FirmSoulier Avocats
AuthorMs Catherine Nommick

Decree No. 2020-925 of July 29, 2020 extends until November 30, 2020 the rules that eased the procedures governing the deliberations of shareholders' meetings.

This provides the opportunity to review the temporary and exceptional derogations set up on the basis of Law No. 2020-290 of March 25, 2020 to secure the internal operation of companies through the adaptation of the rules governing the holding and deliberations of shareholders' meetings to the health measures imposed by COVID-19.

The application of the measures initially provided for by Ordinance No. 2020-321 of March 25, 20201 (hereinafter "the Ordinance") and Decree No. 2020-418 of April 10, 2020, which clarified the conditions of application of the Ordinance, were to end on July 31, 2020.

Decree No. 2020-925 of July 29, 2020 extended the measures applicable to shareholders' meetings and meetings of boards of directors, supervisory boards or management collegiate boards held until November 30, 2020.

This extension does not concern the exceptional deadlines provided for by Ordinance No. 2020-318 of March 25, 2020 regarding the approval of the annual accounts. The applicable deadlines remain those provided for by said Ordinance2.

Concerned entities

The Ordinance applies to all "private law legal persons and entities without legal personality, and in particular:

1' Civil and commercial companies;

2' Holders of securities or financial instruments;

3' Economic interest groups and European economic interest groups;

4' Cooperatives;

5' Mutual companies, unions of mutual companies and federations of mutual companies;

6' Mutual insurance companies and mutual insurance group companies;

7' Supplemental death and disability insurance institutions and companies belonging to social protection insurance groups;

8' Municipal credit banks and mutual agricultural credit banks;

9' Endowment funds;

10' Associations and foundations."

Temporary measures put in place

First series of measures concerning convening and information

For listed companies, Article 2 of the Ordinance stipulates that the impossibility to convene a shareholder to the general meeting by mail due to circumstances external to the company does not entail the risk of nullity of the meeting for this reason alone until November 30, 2020, provided that this impossibility results from circumstances external to the company due to the COVID-19 epidemic.

Concerning the exercise of the right to information and right to request documents by the shareholders...

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