Additional notes on the assembly of a legal person (COVID-19)
The measures to combat the spread of COVID-19 are currently challenging the governing bodies of many legal entities in planning their meetings. To assist them, and because our article on electronic and written meetings has attracted considerable interest, we would like to provide the following additional guidance on how to conduct a legal entity meeting:
The decision of the competent body (e.g. board of directors) to hold the meeting in writing or in electronic form or through an independent proxy must be made by 10 May 2020 at the latest. Note: The meeting can effectively take place after 10 May 2020, only the resolution to hold the meeting in accordance with Art. 6a of COVID 19 Regulation 2 (amendment of 17 April 2020) must be passed by this date.
Draw up a schedule and timetable, including deadlines, for the essential points for holding the meeting. In particular, the following points must be clarified: With whom, in what form (letter, e-mail, etc.) and by when at the latest the written votes (if provided for) are to arrive. If an electronic meeting is planned, it must be clarified and tested which electronic platform meets the requirements.
Written notice or electronic publication of the form of the meeting. This notice must be given/published in writing at least four days before the meeting. It is also recommended to announce immediately who will act as scrutineer. In case of "delicate" meetings or quarrelling members/shareholders, it is recommended to engage an independent third party (e.g. lawyer).
Delivery of the agenda approved by the competent body, including motions and documents, to the participants (e.g. shareholders). When the agenda is sent to the participants, a deadline should be set for them to submit their own motions. Note: There may be a provision for this in the articles of association.
Announcement of the definitive agenda by the responsible body (e.g. Board of Directors).
On the day of the meeting, the votes received shall be counted by the scrutineer or the meeting shall be conducted electronically. A record of the meeting shall be made with reference to COVID 19 Regulation 2 and sent to the members/shareholders.
It is important to mention that the tricks (as so often) lie in the details. If you would like information on your specific situation, please do not hesitate to contact our experts Balthasar Wicki or Sebastian Wälti.