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Covid-19: upcoming changes in the ways general meetings, boards of management and supervisory boards deliberate

Several legislative developments are being prepared to ensure that companies can continue to function.

27/03/2020

Due to the propagation of the Covid-19 virus and the set-up of a lockdown system throughout the country since 16 March 2020, several legislative developments are being prepared to ensure that companies can continue to function.

Note: As we await publication of the law, the measures presented are likely to undergo some adaptation. 

draft "emergency law to deal with the covid -19 epidemic" has just been adopted by the Senate on Thursday 19 March 2020. It must be voted for by the National Assembly to authorise the Government to take a series of time-limited measures, of legislative status, by ordinance. It is expected, in particular, to adapt the ways management, supervisory, administrative bodies and meetings in the main types of association (companies, including cooperatives, mutual associations and unions and federations of mutual associations, EIGs, associations and foundations) can deliberate.

According to the information we have at this stage, the decree being prepared may contain the following measures:

Provisions for the holding of general meetings

These provisions will adapt the regulations governing general meetings that have to take place within the next few weeks. The aim is to relax the existing system to allow these essential mechanisms to deliberate without physical attendance and thus ensure the continuity of the operation and activity of these groups.

  • Meetings without the physical presence of their associates

The draft ordinance is said to authorise, on an exceptional basis, companies and other groups to hold their meetings without the physical presence of their associates, shareholders or members.

  • Facilitated access to alternative methods of deliberation

To support the holding of these virtual meetings, it should, in particular, authorise, on an exceptional basis, use of alternative methods of deliberation (video-conferencing, remote telecommunication methods, written consultation).

Provisions related to organising boards of management and supervisory boards

Similar provisions are said to relate to the holding of meetings of boards of management and supervisory boards.

  • Extension of the use of video-conferencing and telecommunication methods

The text should also guarantee the administrative or supervisory responsibility of these bodies, particularly the review and closing off of annual accounts, by facilitating the set-up and use of these same alternative methods of deliberation (video-conferencing and other telecommunication means).

Provisions applicable retroactively?

To regularise the decisions and deliberations of the meetings, boards of management and supervisory boards that have adopted them before the ordinance undergoing preparation has entered into force, the text should provide for retroactive application of its provisions from a date that remains to be determined.

The Corporate/Mergers & Acquisitions of CMS Francis Lefebvre Avocats is here to respond to your questions on these different topics.

We will keep you updated with developments on this subject.


1Senate, text no. 377, draft emergency law to deal with the covid -19 epidemic filed in the Senate on 18 March 2020, adopted on 19 March 2020.


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