Legal News - Ambos NBGO - New legislation on shareholders' rights - Effective as of 1 January 2012

Written on 25/11/11

Shareholders will enjoy more rights as from 1 January 2012. This results from the Shareholders' Rights Act (hereafter ‘the Act') which was ratified on 20 December 2010.

For listed companies, the notice period is extended, an additional means of notice is introduced and the minimum content of the notice is specified. Furthermore, the Act introduces a right to put proposals on the agenda of a general meeting for shareholders who own together at least 3 percent of the share capital, as well as a right to submit proposals for resolutions. Another important innovation is the mandatory registration date, which is at present mere optional. Finnaly, certain postponement terms for the board of directors are expanded.

For both listed and unlisted companies, the terms of the (verbal and written) right to ask questions are more narrowly defined. Participation to the shareholders' meeting by proxy has been specified in detail. In order to enable voting prior to the shareholders' meeting, voting from a distance and electronic voting is introduced. These possibilities however are an option, which a shareholder can only use in case the articles of association of the company in question expressly included these rights.

To comply with the Act, companies must, if and where necessary, amend their articles of association before 1 January 2012 (date of taking effect). The modifications to the articles of association will then come into effect as of 1 January 2012. If the articles of association fail to be modified, the provisions contrary to the Act will be deemed not to be written and the mandatory provisions of the Act will automatically apply to the company in question as of 1 January 2012.