General meetings
Legally compliant, smoothly run, with optimal support
Whether in person, virtual or hybrid: general meetings are legally and operationally challenging events. We can advise you on all phases – from the strategic planning of the agenda to the notarisation of the minutes and the publication obligations following the general meeting.
We can provide you with comprehensive assistance with preparing, conducting and carrying out the follow-up work after public general meetings and advise you on the basis of our decades of experience in order to minimise legal risks and ensure that everything runs smoothly and efficiently.
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"Strong governance begins with a confidently conducted general meeting."
Partner
Dr Karsten Heider – Partner for stock corporation and capital markets law | CMS -
"Every general meeting is a stage – we ensure that the direction is legally compliant and convincing at all times."
Partner
Dr Martina Schmid – Partner for stock corporation and capital markets law | CMS -
"Smooth general meetings are not a coincidence, but the result of precise planning, meticulous preparation and legal excellence."
Partner
Dominik von Zehmen – Counsel for stock corporation and capital markets law | CMS -
"Precision in preparation is the key to confidently conducting general meetings – whether in person, hybrid or virtual."
Partner
Dr Jochen N. Schlotter – Partner for stock corporation and capital markets law | CMS
Our range of advisory services for your general meeting
- Our advice ranges from conducting a sanity check of the invitation through comprehensively preparing and conducting the general meeting to the follow-up work – whatever you individually need.
- Providing advice on choosing the format of the general meeting: in person, virtual or hybrid (i.e. general meeting in person with the possibility of exercising all or some shareholder rights in full or in part electronically)
- Analysing the agenda/preparing the agenda with proposed resolutions taking account of the voting guidelines of the relevant proxy advisors, institutional investors and shareholders' associations
- Preparing a comprehensive, detailed schedule and an action plan for preparing the general meeting (with upstream accounting process if desired) as well as checklists
- Using CMS AGM Manager as a legal tech tool for efficiently managing general meetings (cloud-based platform with digital schedule and action plan including integrated task management, virtual data room, document checklist and communication tools)
- Preparing all of the documentation for the general meeting – including the invitation, the documents to be published on the company's website in accordance with section 124a German Stock Corporation Act (AktG) (e.g. the forms to be used when voting by proxy or by postal vote, explanations of shareholder rights), data protection notices and the (main) guidelines and special guidelines for the chair of the meeting
- Preparing (special) agenda items of all kinds, e.g.
- Resolutions on capital measures, including the creation of authorised capital, the creation of contingent capital (e.g. for the issue of convertible bonds and bonds with warrants attached with the possibility of excluding shareholders' subscription rights or for the creation of a share option plan), authorisation to acquire treasury shares and their use with the possibility of excluding shareholders' subscription rights
- Consenting to a new or amended remuneration system for the members of the management board
- Consenting to the conclusion of an inter-company agreement
- Squeeze-out
- Approving transformation measures in accordance with the German Transformation of Companies Act (UmwG)
- Approving a climate plan drawn up by the management board ("Say on Climate" consultative resolution)
- Preparing any committee resolutions necessary for the general meeting
- Assisting with complying with information and notification requirements pursuant to sections 67a ff. and 125 German Stock Corporation Act (AktG) and the Implementing Regulation (EU) 2018/1212 (e.g. preparing Table 3 of the Annex of the EU Implementing Regulation)
- Testing before activating a general meeting portal provided by the company's general meeting service provider, including reviewing the terms of registration and use
- Coaching the chair of the meeting and executive board members and employees
- Drawing up Q&A catalogues
- Conducting a legal review of the speeches of the chair of the management board and the chair of the supervisory board
- Providing podium and back-office assistance by lawyers with extensive general meeting experience, especially with critical general meetings
- Preparing and reviewing the (notarised or handwritten) minutes of the general meeting
- Assisting with publication obligations following the general meeting (e.g. dividend announcements, results of votes, (new) remuneration system for the members of the management board with the related resolution of the general meeting including date and result of the vote pursuant to section 120a (2) German Stock Corporation Act (AktG))
Our main areas of expertise in stock corporation and capital markets law
Corporate governance – Management board and supervisory board
Capital measures and share buyback programmes
Public M&A, defence, shareholder activism and short attacks
Capital markets law compliance
Remuneration of board members and employee incentive plans
Delisting & going private
Structural and integration measures, group law and corporate litigation
Transactions under stock corporation law
Visit our CMS blog for important specialist and background information about general meetings
Say on Climate - quo vadis?
OLG Braunschweig: keine Einflussnahme der Hauptversammlung auf den Inhalt der nichtfinanziellen Berichterstattung
Die Bedeutung des Teilnahmerechts in der AG und dessen mögliche Schranken
Die Vorabeinreichung von Fragen in der virtuellen HV-Praxis
Das erweiterte Auskunftsrecht in der virtuellen HV-Praxis
Gesetz zur künftigen virtuellen Hauptversammlung in Kraft
Alternative Dividendenstrategie - Aktiendividende in der Hauptversammlungssaison 2022
Legal experts for General meetings
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PARTNER
Dr. Jochen N. Schlotter
Rechtsanwalt, Notary Public
GERMANY, FRANKFURT
CORPORATE / M&A
CAPITAL MARKETS
+9 MORE
PARTNER
Dr. Martina Schmid
Rechtsanwältin
GERMANY, STUTTGART
CORPORATE / M&A
STOCK CORPORATION LAW
+4 MORE
PARTNER
Dr. Karsten Heider
Rechtsanwalt
GERMANY, STUTTGART
CORPORATE / M&A
CAPITAL MARKETS
+5 MORE
PARTNER
Dr. Richard Mayer-Uellner, LL.M. (University College London)
Rechtsanwalt
GERMANY, COLOGNE
CORPORATE / M&A
MERGERS & ACQUISITIONS
+5 MORE
PARTNER
Dr. Petra Schaffner
Rechtsanwältin | Head of ESG, Germany
GERMANY, COLOGNE
CORPORATE / M&A
COMPLIANCE & FORENSIC SERVICES
+15 MORE
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