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Luxembourg implements Grand Ducal regulation on corporate governance in response to the coronavirus outbreak

21/03/2020

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Luxembourg

An update from Fieldfisher's Luxembourg office regarding the Grand Ducal regulation of 20 March 2020, which introduces certain measures relating to the holding of meetings in companies and other legal entities.

  A Grand Ducal regulation, adopted and published in Luxembourg on 20 March 2020, has introduced certain exceptional measures to facilitate corporate governance matters for Luxembourg companies and other legal entities during the coronavirus (COVID-19) crisis.

These measures apply both at the level of the general meeting of shareholders (I) as well as at the board of managers' (II).

I. General meetings of shareholders

According to article 1(1) of the Regulation, a Luxembourg company may, notwithstanding any provisions to the contrary, which may be contained in its articles of association (in particular in terms of location or actual physical attendance for instance), hold general meetings of shareholders and request that the shareholders exercise their rights exclusively:
  1. Through a remote vote expressed in writing or via electronic means, to the extent that the full text of the proposed resolutions or decisions be published ahead of the intended vote or be communicated to the shareholders beforehand;
  2. Though a proxy designated by the company; or
  3. Via videoconference or any other telecommunication means allowing for the shareholders' identification.
In case that one or several shareholders decide to participate in the general meeting of shareholders by appointing an attorney (mandataire), the attorney may only represent the relevant shareholder(s) at such general meeting in accordance with the alternatives expressed under 1), 2) and 3) above.

Any shareholder attending a general meeting of shareholders in any of the manner described above will be deemed to be validly participating to such general meeting for quorum and majority computation purposes.
The Regulation also states that the above will apply to any general meeting of bondholders.

In addition, article 1(3) of the Regulation provides for a certain degree of flexibility – albeit rather limited – notwithstanding any provisions to the contrary, which may be contained in the articles of association of a Luxembourg company, in respect of the annual general meeting of shareholders approving the relevant company's annual accounts for its last financial year.

In this respect, a company may, in its sole election, convene its annual general meeting of shareholders either (i) on any date falling within six months following the end of its last financial year or (ii) at the latest on 30 June 2020.

This alternative will also be available for Luxembourg companies which have already convened their annual general meeting of shareholders, to the extent the publication requirements set forth in article 1(4) of the Regulation are satisfied.

 
II. Other corporate bodies, including board of managers/directors

According to article 1(2) of the Regulation, any other corporate body (besides the general meeting of shareholders and bondholders, as the case may be) of a Luxembourg company may validly hold their meetings without physical presence either:
  1. Via written circular resolutions; or
  2. Via videoconference or any other telecommunication means allowing for the members' identification.
The members of the relevant corporate body attending a meeting in any of the manner described above will be deemed as validly participating to such meeting for quorum and majority computation purposes.

For additional details, please refer to:

http://www.legilux.lu/eli/etat/leg/rgd/2020/03/20/a171/jo  

Fieldfisher's Luxembourg team remains at your disposal for further information or support.
 

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