Abstract

The situation caused by the global SARS-CoV-2 pandemic has drawn attention to the deficiencies effecting from the existing construction of norms laid down in Art. 234¹ and Art. 406⁵ of the Commercial Companies Code, the result of which is that in a situation of a sudden and unpredicted need „remote” participation in a shareholder meeting turned out to be impossible.New legislative solutions introduced by the Act of 31 March 2020 amending the Act on special measures relating to preventing, counteracting and combating COVID-19, other infectious diseases and emergencies caused by them as well as certain other acts made it possible to organize shareholder meetings and a general annual meeting in a manner allowing for attendance with the use of electronic communication media without the requirement of previously laying down relevant provisions in the company articles or statute. Future exclusion or restriction of the possibility of „remote” attendance in a shareholder meeting in a basic corporate document should be an exception the introduction of which should be substantiated as to their merits. However, the reversal of legislator’s preferences as regards permissibility of attending a meeting with the use of electronic communication media as a result of the coming into force of the Act does not mean that shareholders ex lege enjoy a general right to attend a shareholder meeting in the above mentioned additional formula. The choice of such a form of attendance in a concrete meeting is left to the decision of the person or body convening it. Shareholders should, as a principle, have the possibility of attending the meeting with the use of relevant technological instruments, and renunciation of such a solution should be rationally justified. The decision to allow attendance in the meeting with the use of electronic communication media should be made by its organizer not later than at the time of making an appropriate notification or announcement. It should be also noted that Art. 234¹ § 2 and Art. 406⁵ § 2 of the Commercial Companies Code in fact provide a legal definition of attending a meeting with the use of electronic communication media which is understood as a possibility for a shareholder to bilaterally interact with other participants in the meeting and exercise their right vote (personally or by proxy). It should be stressed that attending a shareholder meeting with the use of electronic communication media is facultative and constitutes an additional form of corporate activity, and the Act has not introduced a possibility of organizing fully virtual meetings.