Insights & news

New rules on remote participation and voting at shareholders’ meeting

  • 06/01/2021
  • News

On 20 December 2020, the Belgian Parliament adopted a series of measures intended at facilitating remote participation and voting of the shareholders or members of limited liability companies (SA/NV), private limited liability companies (SRL/BV), cooperative companies (SC/CV) and (international) non-profit associations (A(I)SBL/(I)VZW).

In summary, the new rules provide that (i) an express authorisation in the articles of association to organise virtual meetings is no longer required and the decision is at the discretion of the management body and (ii) (international) non-profit associations can, in some circumstances, adopt written shareholders’ resolutions. Important to note is that even if a virtual meeting is organised by the company or non-profit association, a physical meeting must still be held simultaneously. A company or a non-profit association can, therefore, not force its shareholders to attend the meeting virtually.

Several conditions must, however, be met for the company or non-profit association to be able to validly organise a virtual shareholders’ meeting: (i) the company must be able to clearly verify the identity and capacity of the shareholders, (ii) the convening notice must contain a clear and precise description of the procedure to participate in the meeting, (iii) members of the bureau must attend the physical meeting which is organised simultaneously to the virtual one and (iv) the means of communication used by the shareholders to participate in the meeting must allow them to directly, simultaneously and without interruption follow the debates, exercises their voting rights and ask questions during the meeting. This last requirement will, however, only be applicable as from 30 June 2021, in order to give companies sufficient time to adapt.

Key contacts

Related practice areas

Related insights

Sign up for updates
    • 12/04/2021
    • Articles

    European Union and South Korea Conclude Adequacy Talks

    On 30 March 2021, the European Commission and the Republic of Korea successfully concluded their negotiations on adequacy. An “adequacy finding” will enable free and safe data flows from the European Union to South Korea. The conclusion of the negotiations allows the European Commission to adopt an “adequacy finding” under Article 45.3 of the GDPR, confirming that South Korea’s Personal Information Act (PIPA) provides a comparable level of protection of personal data to European data protection laws. Such an “adequacy finding” will cover both private and public sector data controllers established in South Korea. The negotiations on adequacy were initiated in the context of the Free Trade Agreement that was concluded between the European Union and Korea. Within the framework of these negotiations, South Korea has enacted a series of reforms to its data protection laws. For instance, South Korea committed to implementing additional safeguards to protect European citizens’ personal data (e.g., introducing the concept of “pseudonymised information”, as well as the “purpose limitation” principle) and streamlined South Korea’s data protection regulatory authorities to one authority, while previously data protection breaches and issues were handled by multiple agencies. These new rules will be binding on companies importing data from the European Union and enforceable by South Korea’s Personal Information Protection Commission (PIPC). The European Commission will now launch the procedure for the adoption of a formal adequacy decision. This involves obtaining an opinion from the European Data Protection Board and approval by a committee composed of representatives of the EU Member States. Once the formal decision has been adopted, personal data can flow freely from the EU Member States to South Korea without any further safeguards or authorisations such as binding corporate rules and contractual clauses.

    Read more
    • 09/04/2021
    • Articles

    Conclusion of Pharmaceutical Pricing Investigation in Austria

    On 2 April 2021, the Austrian competition authority accepted commitments and closed its case concerning pricing strategies alleged to unlawfully hinder entry by generic competitors. More specifically, the pricing strategies in question involved special offers to hospitals of below-cost prices or free products, with higher prices charged for supply to community pharmacies. The attached note provides a summary of the case.

    Read more
    • 02/04/2021
    • Articles

    European Commission Starts Revising Pharmaceutical Legislation and Publishes Evaluation Roadmap and Inception Impact Assessment

    Earlier this week, the European Commission (the Commission) started the process of revising the general pharmaceutical legislation – Directive 2001/83/EC and Regulation (EC) 726/2004 - which it labels as one of the flagships of the Pharmaceutical Strategy for Europe (PSE) (see, Van Bael Bellis Life Sciences News Alert of 26 November 2020). Both the general public and the stakeholders are invited to submit their views on the “Combined Evaluation Roadmap/Inception Impact Assessment” (see, attachment). The Commission is seeking contributions on the broad range of issues covered by the PSE such as (i) unmet medical needs in areas outside the scope of the rules governing rare diseases and paediatric medicines; (ii) unequal access to affordable medicines; (iii) new technologies, including genomic sequencing, genome editing, artificial intelligence and medication based on genetically modified organisms; (iv) simplification of applicable rules and procedures; (v) vulnerable supply chains, security of supply and shortages; (vi) competition issues, including the role played by generics and biosimilar products; (vii) incentives designed to stimulate innovation; and (viii) antimicrobials. This initial public assessment started on 30 March 2021 and will end on 27 April 2021. A more thorough public consultation featuring targeted questions will be held in the fourth quarter of 2021. The Commission plans to propose draft legislation one year later in the fourth quarter of 2022.

    Read more

Subscribe to our updates

Please select the practice areas you are interested in: *