End of an Era for Virtual AGMs and EGMs of Irish Companies?
Amongst the many pro-business responses of the Irish Government to the challenges presented by the onset of Covid-19 in 2020 was the swiftly-enacted Companies (Miscellaneous Provisions)(Covid-19) Act 2020 (the “Covid-19 Act”). The Covid-19 Act introduced a critically important facility to enable companies and industrial and provident societies to hold their annual general meeting (AGM) and extraordinary general meetings (EGM) of shareholders by fully or partially virtual means without a physical venue being required. Many companies have benefitted from these measures and holding AGMs and EGMs remotely has become a normal feature of corporate life for many companies and industrial and provident societies.
However, these statutory measures which override a company’s written constitution were enacted on a temporary basis only and they are due to lapse on 30 April 2022. As of that date, all AGMs and EGMs will need to be held at a physical venue. Companies wishing to continue to avail of this facility will need to amend their constitutions to introduce a facility to hold shareholders’ meetings remotely. There has been some debate as to whether the Government will place these provisions of the Covid-19 Act on a permanent statutory footing and it remains to be seen whether this will, in fact, occur. Certainly, from the writer’s perspective, in cases where disputes arise between shareholder factions and/or between shareholders and the board, conflict can arise as to whether an EGM should in fact be held at a physical venue and not by virtual means. It may be the case that the existence of such conflict is a reason why the temporary provisions of the Covid-19 Act will not be placed on a permanent statutory footing. Nonetheless, subject to the drafting of reasonable safeguards along the lines contained in the Covid-19 Act, companies should consider if they wish to introduce appropriate measures within their written constitutions to enable the era of remote AGMs and EGMs to continue.
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