On March 25, 2020 the Slovakian parliament approved new Code 62/2020 on emergency measures taken on COVID-19 outbreak. The new Code is effective starting March 27, 2020. The new Code amends the Commercial Code allowing companies to pass their resolutions per rollam.
General Meetings (GM) in Slovakia are usually organized during spring season and shareholders or their representatives attend and vote in person. During the COVID-19 emergency all public events are prohibited which forces issuers to cancel or postpone the GMs.
GM as Collective body of legal persons incorporated according to the regulations of civil law or commercial law may, within the period of an extraordinary situation or a state of emergency, use voting by correspondence or enable participation of the members of such bodies (shareholders) at the meeting by means of electronic devices, even though their Internal regulations or Articles of Association do not stipulate so. Provisions of Article 190a to Article 190d of the Commercial Code shall apply mutatis mutandis.
Articles 190a to 190d of the Commercial Code regulates GM of the public joint stock company, namely process of voting of correspondence and participation and voting by electronic devices.
Impact on investors: Amendment will allow issuers to facilitate GMs during the emergency situations by correspondent voting or through electronic devices even if it was not previously incorporated in their internal rules or Articles.