In response to escalating of the COVID-19 outbreak, on 30 March 2020 the Ukrainian Parliament adopted the Law "On Amendments to Certain Legislative Acts Aimed at Ensuring Additional Social and Economic Guarantees in Connection with the Spread of the Coronavirus Disease (COVID-19)", which introduces, among others, certain anti-crisis changes to assist joint-stock companies (JSCs), issuers of securities organised as limited liability companies, corporate and venture investment funds (together, Securities Market Participants), and their shareholders (participants) in upcoming general shareholder (participant) meetings, including the annual meetings (GMs).
The changes will facilitate the ability of companies to hold GMs in 2020, including through the use of technology, and engage with shareholders (participants) while complying with corporate and securities laws.
The key measures and changes introduced by the Law include:
- extending the requirement to hold annual GMs in 2020 by allowing Securities Market Participants to hold their annual GMs no later than three months after quarantine restrictions are lifted;
- granting authority to switch from physical to virtual GMs in 2020. The National Securities and Stock Market Commission should prepare a temporary procedure for holding virtual GMs shortly and adopt it in a fast-track procedure;
- introducing flexibility for the disclosure of annual information and reports for 2019 by allowing Securities Market Participants to make these disclosures within five business days after their approval at annual GMs;
- extending the authorities of the members of JSCs’ supervisory boards, if expiring in 2020, until the next GM.
The Law became effective on 2 April 2020.
CMS will continue to closely monitor the impact of COVID-19 on JSCs, limited liability companies and the securities market and will keep you updated on any further developments. For more information, please contact your usual CMS representative or one of our local CMS experts: Tetyana Dovgan, Maria Orlyk.
Legislation: the Law of Ukraine "On Amendments to Certain Legislative Acts Aimed at Ensuring Additional Social and Economic Guarantees in Connection with the Spread of the Coronavirus Disease (COVID-19)" No. 540-IX.