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It is common for a shareholder to be unable or unwilling to attend a company’s shareholder meetings. There are many reasons for this. Some are practical, e.g., funds holding shares in many entities across different jurisdictions would need to constantly delegate their representatives to the meetings. Others have more to do with making sure that a person acting on behalf of the shareholder is a professional acquainted inside and out with corporate tricks and legal aspects of holding the shareholders’ meeting, so that shareholder’s is secured in the best way possible. In either case, the shareholder may be interested in mandating a professional attorney to attend and represent him on shareholders’ meeting (annual or extraordinary) and vote on his behalf (proxy voting).
Proxy voting resolves many practical issues, it safes shareholder’s time and travel, eliminates language barrier in case of foreign investors, and many others.
Proxy voting is possible with respect to all companies incorporated under Polish law, i.e.:
and is especially popular with respect to publicly listed joint stock company as their shareholders’ meeting are in many cases time-consuming and the subject of the resolution discussed thereat can regard to somecomplicated legal issues.
The attorney – upon appropriate authorization – can act in the same capacity as the shareholder, therefore, the lack of psychical presence does not make any negative impact on the interest of the shareholder.
What is more, the attorney can represent more than one shareholder and vote differently on behalf of his different principals making sure that their instructions are followed.
Full confidentiality and professionalism
Representation by an experienced lawyer, perfectly familiar with company law in a given jurisdiction, ensures awareness of all legal traps and the safety of shareholder. A lawyer authorized to represent the Client is obliged to maintain the full confidentiality of the information he has about the company. Proxy voting also saves the shareholder time and money and eliminates language barrier. It can also be a good way to de-escalate the tense situation between shareholders (in case of conflict).
Safety
Appointing an attorney to participate in the meeting is a safe solution for the shareholder. There are many instruments available to ensure comfort of our Client. We can draw up tailor-made power of attorney which will provide the scope of authorization that the Client feels safe. We can also act based on a detailed instruction given by the shareholder.
Power of attorney can be revoked at all times. All this together ensures, that our client has full control over the process. In addition, thanks to the procedure we have worked out for communicating and reporting the results of the votes, you are always up to date.
Simplicity
Granting an authorization to act at shareholders’ meeting in Poland is very simple – well-tailored “one-pager” document containing power of attorney will suffice the attorney to represent the Client.
The proxy voting is especially popular with multinational funds investing their clients’ money in different jurisdiction and are always excepted to act through professionals. However, we can also represent individual investors, group of individual investors, shareholder conflicted with other shareholder, and in other cases.
We can ensure that the shareholder is represented by an experienced professional, lawyer specializing in company’s laws. We are available to represent our Client at shareholder’s meeting in Poland and also through e-participation at the meeting (if this option is made possible to the shareholder).
The team of over 50 lawyers in CRIDO is capable of carrying out sophisticated and complex projects. Annually, we conduct over 100 corporate law projects involving over 500 companies. We closely cooperate with foreign law firms, thus we are able to run cross-border transactions. We do large projects – the most valuable portfolio of companies was worth over PLN 3 billion. Every year our experts are recommended in the prestigious Legal 500 ranking in many categories, including Commercial, Corporate and M&A.
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