Die internetgestützte Hauptversammung der Aktiengesellschaft

The Internet has become an indispensable part of today's corporate culture. Lawmakers have
responded to this development over the past five years in a series of reforms of stock corporation
law, primarily by eliminating formal requirements. The goal, inter alia, is to resolve pressing
problems faced by Annual General Meetings of Shareholders (AGMs) in Germany such
as declining attendance figures and exploding costs. The present work examines the admissability
of the use of modern communication media in the preparation, holding and follow-up
of AGMs with the aid of online support and investigates associated areas of uncertainty. According
to its traditional model, this form of Annual General Meeting is characterised by a
physical coming together of the shareholders, members of management and notary at a real
meeting venue. As an additional offering, shareholders can also follow developments at the
Annual General Meeting as "online participants" by way of an Internet broadcast and – in a
procedure known as proxy voting – they can authorise a proxy appointed by the company and
issue voting instructions. If "online participation" is to enjoy equal status with physical attendance,
it would further be desirable that additional shareholder rights could be exercised over
the Internet – something which is currently only possible to a limited extent. Insofar as there
is a need for legislative action, the present work discusses considerations de lege ferenda that
could be realised in draft legislation.