COVID-19 UK: Corporate – Shareholder meetings: An immediate and practical solution – Insight

March.23.2020

Noting the many alerts from professional advisers concerning the impact of COVID-19 restrictions (and the expectation that these will intensify) and the limited choices for those issuers without articles of association expressly providing for virtual or hybrid meetings, we have decided to approach this problem from a different perspective. Today, we launch a cost-effective, innovative online meeting platform that should enable all public companies to continue with shareholder meetings.

Looking at this problem, we observed that virtually every set of public company articles of association have generic provisions concerning the following:

(a)     Satellite meetings

It is almost universally the case that articles of association provide for the holding of “satellite” meetings provided that they are connected by audio (at least) to the main meeting. Each person joining an online meeting should be considered to, or deemed to, be at an independent satellite meeting.

(b)     General organisational measures

As with satellite meetings, almost all public companies will have provisions in their current articles allowing the Chairman to make arrangements at his or her discretion (usually capable of being set in advance of notice of the meeting being given) for the safety of those attending the meeting. We consider it to be legally possible for the Chairman to stipulate that, in line with self-isolation guidelines, everyone will be able to attend the meeting from their own satellite location (with the technical place of the meeting being the Chairman’s location).

(c)      Poll voting

In recent years there has been a move to all voting at general meetings being conducted on a poll and this can generally be specified in advance in the notice of meeting.

By combining the above provisions, Orrick has worked with its technology partner, Meet Me In The Cloud, to adapt a CISCO powered platform to deliver this solution. We have prepared a pro-forma set of adaptations to meeting notices, proxy forms and meeting scripts which are available to allow companies to prepare for meetings in the usual way.

Key features

  • Fixed price of £5,000 (plus VAT) for the basic meeting service;
  • simplicity;
  • notice meeting distributed as usual (but with additional explanatory notes);
  • meeting notice specifies that voting will be on a poll;
  • supplemental materials are provided for inclusion in the meeting notice and on the proxy form (included in the fixed price);
  • a “dry run” for the Chairman a few days beforehand (included in the fixed price);
  • meeting held as usual (but with the participants all joining remotely from their own satellite meeting);
  • meeting supported technically and remotely (included in the fixed price);
  • opportunity for Q&A but with shareholders asked (if possible) to submit questions in advance;
  • upon “exiting” the meeting, shareholders are presented with a poll card which they can complete and submit (or skip if they have already voted by proxy);
  • results of a meeting and proxy voting announced in the usual way;
  • works for GMs, AGMs, Scheme meetings etc;

This service is immediately available for clients and non-clients alike. Please contact your usual contact or associate, or direct to:

Ed Lukins – [email protected]

Katie Cotton – [email protected] 

We would like to express our thanks to Andrew Thornton QC of Erskine Chambers for his invaluable technical insights which helped this concept reach maturity in less than two weeks.

Full technical specifications available on request. We are happy to check your articles of association to ensure that the necessary generic provisions are present at no charge.