by Ken Casey , David Mangan January-05-2024 in Corporate
On 15 December 2023, Minister Dara Calleary granted approval for the further extension of COVID-related legislation, permitting virtual and hybrid general meetings (AGMs and EGMs) and creditors' meetings until 31 December 2024. Until then the operational period, governed by the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the “2020 Act”), had been due to conclude on 31 December 2023.
For context, the 2020 Act was enacted to offer relief to companies during the pandemic, and since its introduction, the operational period has undergone several welcome extensions. This popular approval enables Irish companies to conduct their general meetings and creditors' meetings either wholly or partially through electronic means, including virtual or hybrid meetings, throughout 2024. It is important to note that participants attending virtually can now be included in the quorum for the meeting, helping to satisfy the minimum attendance requirement for the meeting's validity.
Minister Callery explained that "this extension will provide consistency into 2024," and he assured that permanent legislation regarding virtual and hybrid meetings will be forthcoming.
While the further extension of the 2020 Act is a welcome measure, commentators in other jurisdictions have expressed concern about the potential harmful impact, from a corporate governance perspective, of reduced in-person access of shareholders (and creditors) to directors. Recent OECD reports have observed this, the potential risk of disenfranchisement of shareholders and note the need for the inclusion of protective safeguards to foster continued shareholder enfranchisement. The 2020 Act includes certain protective safeguards for shareholders but it is hoped that the additional concerns and protections noted by the OECD will be taken into consideration also when the permanent legislation is prepared.
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About the Authors
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Ken Casey
Ken is Head of the Corporate team and has built a practice in acquisitions, disposals, and capital markets transactions across various industry sectors; joint ventures and corporate re-organisations of publicly quoted and private companies; and advises on corporate governance and general corporate law. He has extensive expertise in the financial services, aviation, gaming, technology, media and sports sectors.
David Mangan
David is a partner in our Corporate team. He advises clients on structuring and executing domestic and cross-border transactions, including mergers & acquisitions, joint ventures, private equity investments and capital markets transactions.