As anticipated in our newsletter dated March 25, the Argentine Securities and Exchange Commission (the “CNV”) issued, on April 3rd, 2020, General Resolution No. 830/2020 (the “Resolution”), whereby corporate Issuers of shares and notes that are under CNV’s control are authorized to hold long-distance shareholders’ and board of directors’ meetings during the time that social, preventive and mandatory lockdown regulations under Decree No. 297/2020 are in force.

The CNV established certain minimum requirements that Issuers must comply with, which are incorporated to Chapter XII, Tittle VXII of the CNV regulations.

Long-distance shareholders’ meetings during the sanitary emergency

Issuers are allowed to hold long-distance shareholders’ meetings even if their by-laws do not expressly authorize them, provided the following minimum requirements are met:

  • Grant free access to the meetings to all shareholders with voting rights.
  • The meeting shall be hold through means that allow the transmission of sound, image and words as well as digital recording.
  • The call of a meeting as well as its legal notices must contain in a clear and easy way the elected mechanism to communicate, its access and the procedure to cast long-distance votes by digital means. Moreover, an email address must be provided.
  • The shareholders’ notice of assistance must be sent to the email address provided to that extent. In the case of legal representatives, they must send the power of attorney five (5) business days in advance, sufficiently authenticated for this matter.
  • The shareholders’ meeting minute must identify the attendants, capacity of the long-distance participation, place where the shareholder is located and the electronic system elected to participate.
  • Digital copy of the shareholders’ meeting must be kept by the Issuer for five (5) years and remain at disposal of any shareholder.
  • The supervisory committee shall be able to act in accordance with its faculties to ensure full compliance with all legal, regulatory and statutory regulations, especially with the minimum requirements contained in the Resolution.

For Issuers the by-laws of which do not authorize long-distance shareholders’ meetings, the Resolution also allows holding these types of meetings if these additional requirements are met:

  • Communication of the calling of the meeting shall be made by all reasonable and necessary means in order to ensure the exercise of the shareholders’ rights.
  • Quorum required to hold extraordinary shareholders’ meetings shall be met and, as a specific item on the agenda, the long-distance mechanism shall be approved with a majority required to approve an amendment to the by-laws.

Moreover, for those Issuers that have already called for shareholders’ meetings before the approval of the Resolution, the Resolution allows holding long-distance shareholders’ meetings, in which case the Issuer must publish a complimentary notice through the legal and statutory means in compliance with the requirements under the Resolution (which may vary in case the Issuer has already provided for long-distance shareholders’ meetings under its by-laws).

Long-distance management’s meeting during the sanitary emergency

During the period mentioned in the Resolution, long-distance management’s meetings might be held even if the by-laws do not expressly provide for, provided the requirements under Section 61 of the Argentine Capital Markets Law No. 26,831, as amended, are met. Moreover, and due to the sanitary regulations applicable, it is provided that once social restrictions have been lifted, the first on-site shareholders’ meeting held must ratify the decisions adopted by the management, with the quorum required to hold extraordinary shareholders’ meetings and with approval of the majorities required to approve an amendment to the by-laws.

Finally, it is important to mention that the Resolution does not provide for any specific mechanism to hold long-distance meetings in the case of the Audit Committee in the event the Issuers’ by-laws do not provide for these types of meetings for this body.

For further information do not hesitate to contact Juan Pablo Bove, Federico Salim, Julián Razumny, Julieta De Ruggiero, and/or Agustín Griffi, or

For additional information regarding legal consequences on the COVID-19 crisis please refer here.