The Corporate Insolvency and Governance Bill 2019-20 (the Bill) will be considered in all stages on 3 June 2020 (with the aim of becoming law on this date).
The Bill, among other things, aims to provide businesses with the necessary breathing space and flexibility required to continue trading and to comply with their legal obligations in the current challenging conditions arising from the COVID-19 pandemic.
To achieve this aim, the Bill introduces a number of measures to provide companies with temporary relief from requirements relating to general meetings (including AGMs). Due to the restrictions on gatherings of people, companies are not in a position to hold physical meetings with their members at the moment.
Below is a summary of the key considerations relating to the conduct of shareholder/member meetings (including AGMs) taking place between 26 March 2020 and 30 September 2020 (the Restricted Period) (with the power of the Government to extend this period even further) and the implications of the imminent introduction of the Bill.
If a company is obliged to hold its AGM during the Restricted Period (whether under company law or its constitution), the Bill enables a company to hold the meeting by 30 September 2020 (or any extended date). This gives companies more time to make appropriate arrangements for any AGM (including giving shareholders the appropriate notice (usually 21 clear days’ for a listed plc). However, there may be other matters that may still make it appropriate for a company to need to hold their AGM (or a general meeting) during the Restricted Period. The following should be considered if a company is planning to extend the date of an AGM:
If a company holds a general meeting during the Restricted Period, the Bill expressly permits for “Virtual only” meetings. A “Virtual only” meeting is where all attendees are in different places (connected through a video/tele conference facility) and voting being carried-out electronically or by other means. These provisions override any other law (or provision in a company’s constitution) that prevents a company from holding virtual meetings, so will give companies more flexibility when arranging member meetings during the Restricted Period.
The Bill will reduce the need for a company to hold a “hybrid” meeting (where the minimum number of attendees to form quorum have to attend in person and all other attendees vote via proxy and have access to the meeting by way of tele/video conference), so should simplify how a meeting can be held during the Restricted Period.
Additionally, the Bill will provide that members will not have the right to attend the meeting in person during the Restricted Period. The measures introduced by the Bill will not prevent shareholders from exercising their right to vote on resolutions or other matters brought before the meeting, however, shareholders may instead be required to vote by post or by electronic means to keep the number of persons physically attending a meeting to any required minimum.
The following should be considered if a company is planning to hold a “virtual only” meeting:
The Bill provides for these measures to be retrospective from 26 March 2020 so that any company that has already had to hold a general meeting that complied with social distancing, but in turn did not meet the relevant obligations in their constitution, will have done so in accordance with the law.
This publication is intended for general guidance and represents our understanding of the relevant law and practice as at March 2020. Specific advice should be sought for specific cases. For more information see our terms & conditions
TLT advises Ecotricity on sale of Electric Highway to GRIDSERVERead more
TLT in the running for trio of South West Dealmakers AwardsRead more
National Security and Investment Act: FAQsRead more
TLT advises Piclo on £4.7m Series A roundRead more
Now we have Earth Day pledges, we must mobilise green financeRead more
TLT advises green tech innovator Albotherm on seed investmentRead more
TLT ranked second in global clean energy M&A league tableRead more
TLT advises Good Energy on investment in Zap-MapRead more
What will green cities look like?Read more
The pandemic has forced the majority of the workforce into a world of remote working. As a result, our cities are evolving.Read more
Issues that will impact the sector over the coming months - from future proofing social housing developments to managing offices post pandemic, green finance, and creating connected communities.Read more
Watch our video series for information on the legal issues that are affecting the real estate sector. Each...Read more
Helping you navigate your business through the risks and opportunities that Brexit will bring.Read more
The way people shop is constantly evolving, from the growth of online and the changing use of stores...Read more
The widespread disruption and closure of businesses caused by the Covid-19 pandemic and the subsequent national and local lockdowns has brought into sharp focus the question of available insurance cover for losses under...Read more
The pandemic has had a deep and long-lasting effect on the leisure, food & drink sector, forcing operators to embrace new ways of attracting and servicing customers.Read more
There's a growing demand for retailers to do more to attract the Purple Pound – the collective spending power of disabled shoppers, estimated to be worth around £274bn. We look at the opportunities, the legal issues and...Read more
Green finance is gaining speed, driven by global climate change pressures and the recognition of the vital role which sustainability plays in a resilient financial services sector.Read more
We're one of the fastest growing and busiest corporate teams in the UK, advising clients including entrepreneurs, multi-nationals, PLCs, private equity and overseas investors on complex corporate transactions, governance and business turnaround issues.Read more
We help businesses to manage the administrative burden of UK company law compliance.Read more