Tensions? Diverse perspectives? A lack of information or trust? With a long history in advocacy, we possess the necessary experience to resolve conflicts between shareholders or board members.
Corporate governance underpins what we believe in: choosing the right structure for your company in which transparent communication prevails and roles are respected in order to work together in trust.
Whether it concerns a valuation of your shares or your company, cash flow planning or financial analysis, at deminor NXT we make sure your numbers add up. We transform your strategic vision into a comprehensive financial business plan and help you with your investment decisions.
Deminor NXT manages transactions in an orderly manner thanks to the combined legal, tax and financial expertise of an experienced M&A team. Whether the subject covers an acquisition, family succession, exit, capital increase or even another form of financing, we always strive for an objective valuation, where value maximisation and solid agreements serve as the foundation.
What is next? We listen to your questions or needs around your personal wealth and guide you through the next steps. As your companion down the road , we provide you with a tailor-made structure.
Written by
The convening period for the general meeting of most companies is 15 days. This means that you must have received the notice 15 days before the general meeting takes place so that you have enough time to prepare and organise. Listed companies must convene the general meeting at least 30 days before the general meeting.
This notice will include not only the date and place of the general meeting but also the agenda items and related documentation. No decisions can be taken on matters that are not on the agenda (see tip 3 to add your own agenda items).
Also, do not forget to fulfil any registration formalities in time (see tip 4).
Documents that are required to be submitted to the shareholders or that are necessary to deal with the items on the agenda are sent to the shareholders together with the notice or are made available via the website or by other means.
It is important to clearly understand which decisions will be taken at the general meeting and the consequences of these decisions. To this end, you should thoroughly read and fully understand the agenda items and accompanying documentation. If certain agenda items or documents are unclear, this must be communicated in in advance and in writing to the company.
Deminor helps you to prepare a general meeting properly.
In listed companies, it is possible to add agenda items to the shareholders’ meeting. In this way, you yourself as a shareholder can take the initiative to have an item or proposal for a resolution that was not initially planned for the general meeting placed on the agenda. A shareholder must hold at least 3% of the shares to be able to make use of this possibility.
However, the request must be made in time, namely 22 days before the general meeting, the company must receive this request.
In companies not listed on the stock exchange, the law does not provide for the possibility of adding an agenda item. Here, however, it may be possible to convene a general meeting yourself where you can determine the agenda yourself.
As a shareholder in a listed company, you must hold one or more shares on the 14th day before the general meeting in order to participate in the general meeting.
At the latest six days before the start of the general meeting, the shareholder must report that he or she wishes to participate in the general meeting. This notification can be sent to the e-mail address of the company or to the e-mail address mentioned in the notice of the general meeting.
In non-listed companies, as a shareholder you will have to look at the company’s articles of association, which list the formalities to be fulfilled to be admitted to the general meeting. Usually, there are no formalities to fulfil and you can therefore just turn up for the general meeting.
Through the articles of association, the company can give shareholders the right to participate remotely in the general meeting.
The electronic means of communication chosen must allow the company to verify the identity of the shareholder. Also, as a shareholder, you will have to be able to take note of the meeting directly, simultaneously and uninterruptedly and be able to exercise your voting rights.
Common communication tools that meet the above conditions are video or telephone conferences via Teams, Zoom and Skype.
Deminor helps you participate remotely in the shareholders’ meeting.
The simple fact of owning one or more shares in the company means that, as a shareholder, one can put questions to the members of the management body or the auditor. The latter has an obligation in principle to answer.
The questions can be asked orally or in writing both before and during the general meeting. Within the term set by the company, shareholders may address questions in advance to the e-mail address stated in the notice of meeting or to the company’s e-mail address.
However, the right to ask questions is limited to the agenda items of the general meeting (see tip 3 to add your own agenda items).
Deminor will help you draft the right questions and communicate with the board.
The simple fact of owning one or more shares in the company means that, as a shareholder, one can put questions to the members of the management body or the auditor. The latter has an obligation in principle to answer.
The questions can be asked orally or in writing both before and during the general meeting. Within the term set by the company, shareholders may address questions in advance to the e-mail address stated in the notice of meeting or to the company’s e-mail address.
However, the right to ask questions is limited to the agenda items of the general meeting (see tip 3 to add your own agenda items).
Deminor will help you draft the right questions and communicate with the board.
As a shareholder, you can also choose to give a proxy to the governing body. In the proxy form, you will have to formulate voting instructions regarding all items on the agenda of the meeting.
In this sense, the proxy is more limited than the representation. Indeed, the power of the former is limited to exercising the right to vote according to the proxy’s voting instructions.
The proxy form must be received within the deadline set by the company for it to be validly executed.
The company may provide in its articles of association that shareholders can cast their votes by letter or via a form on the company website. In the latter case, the capacity and identity of the shareholder must be verifiable.
Voting by letter is possible within the deadline set by the articles of association or until the sixth day before the general meeting in listed companies. In addition, you can vote electronically until the day before the general meeting.
Note, however, that as a shareholder for the number of votes cast remotely, you cannot choose another mode of participation to the general meeting.
10. Written general meeting
The Companies and Associations Code provides for the possibility of passing resolutions in writing instead of holding a physical or digital general meeting. Adopting resolutions by using this procedure is only possible if all shareholders consent and all resolutions are unanimously approved.
It is important to note that not all resolutions can be adopted through this procedure. Among other things, amendments to the articles of association will not be able to be implemented this way.
Do you have any further questions? Please do not hesitate to contact Jan Baptist Cooreman.
Deminor Litigation Funding
Deminor Litigation Funding helps companies and investors monetise their legal claims. With offices in Brussels, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, New York and Stockholm, Deminor has funded cases in 21 jurisdictions, achieving positive recoveries for clients in more than 80% of the cases it has funded. It is widely considered as one of the leading litigation finance companies globally.
Dups
Dups, or deminor for start-ups, offers start-ups and scale-ups ‘triple play’ guidance as they raise capital. With dups’ experts, entrepreneurs can determine the value of their company, strengthen their business plan and negotiate the best possible deal on financial, legal and corporate governance issues.
© 2023 Deminor