Austrian OGH Upholds Virtual AGMs and Shareholder Rights

Jun 27, 2025 Benn-Ibler Rechtsanwälte

In the case at hand, the Austrian Supreme Court (Oberster Gerichtshof, hereinafter OGH) addressed the challenge of resolutions from a virtual general meeting that a shareholder contested due to alleged formal deficiencies and legal violations. The main issue was whether the virtual holding and convening of the meeting were following legal formalities and requirements.

The plaintiff challenged several resolutions from an online Annual General Meeting in May 2022, citing the absence of a physical meeting, formal defects in the meeting's organization, and violations of her shareholder rights.

The Vienna Commercial Court and the Vienna Higher Regional Court both dismissed the claim. While the Supreme Court permitted the appeal, it ultimately dismissed it on its merits.

The virtual meeting was conducted in accordance with the law, ensuring an appropriate balance of interests

The legal foundation for holding virtual general meetings was established by the COVID-19 Company Law Act (hereinafter COVID-19-GesG) at the time the meeting was convened.

The OGH determined that the Management Board’s decision to conduct a virtual Annual General Meeting adhered to the applicable legal standards. These standards necessitate that both the company's interests and those of the participants in the meeting be duly considered. The Management Board appropriately balanced the need for infection prevention, planning security, and shareholders' interests, exercising their discretionary powers correctly. The plaintiff’s rights, including those related to speaking, information, and voting, were not infringed upon.

Criticism regarding technical requirements lacks merit

The contention that the necessity for Internet access and emailing could complicate participation does not justify the inadmissibility of the meeting. This is especially pertinent given that these technical requirements are accommodated by the COVID-19-GesG, which enables virtual shareholder meetings. Furthermore, no particular impairment to the plaintiff has been identified.

OGH 6 Ob 47/24s (26 March 2025)