IE Law School and A&O Shearman host event: "Telematic Shareholders' Meetings: An American Model for Europe's Future"

Over the past three years, an average of 83% of major publicly traded U.S. companies held their shareholders’ meetings exclusively online, compared to only 5% in Spain, where regulatory constraints hinder the progress of this governance trend. This was one of the key conclusions revealed at the event Telematic Shareholders' Meeting: American Inspiration for the Future of Europe, organized by IE Law School and A&O Shearman. The event featured Lucas Osorio, President of Emisores Españoles; Manuel Orillac, Capital Markets Partner at A&O Shearman in New York; and Carlos Saez, Managing Director of Georgeson in Spain, in a panel moderated by Jesús Quijano, Professor of Commercial Law.

During the event, experts discussed how virtual meetings are also becoming increasingly common among U.S. boards of directors to streamline operations and enhance the availability of board members.

In Spain, fully virtual shareholder meetings are nearly non-existent due to the challenge of ensuring a continuous, bidirectional audiovisual connection for all attendees while complying with the country’s formal legal requirements. This challenge is especially significant when thousands of shareholders may be connected simultaneously, making it difficult for them to exercise their rights. Given the complexity of Spanish regulations, experts analyzed potential ways to improve the legal framework, allowing each company to choose its preferred format for general meetings while maintaining best international practices and ensuring shareholders' rights and fair treatment.

The roundtable panelists emphasized that, on both sides of the Atlantic, good corporate governance fosters informed shareholder participation and long-term engagement in publicly traded companies. As in the U.S., many Spanish companies are leveraging these trends for “active listening” to investors and continuous governance improvement by maintaining open communication channels with shareholders throughout the year. 

In fact, shareholder engagement also affects the meeting itself, which is no longer just a one-time event where shareholders make decisions “on the spot,” but rather a prolonged process of information sharing and participation that begins one to two months before the meeting is officially convened.

These governance policies have led to fewer in-person attendees at general meetings, as most shareholders participate by gathering information and voting in advance—typically through corporate websites or various alternative channels such as telephone voting, postal or electronic mail, or even instant messaging. However, despite common corporate governance principles and available technology, significant differences remain between the two countries regarding the format of these meetings.

In Spain, hybrid meetings—with both in-person and virtual attendees—remain common, posing significant technical and legal challenges as they essentially require holding two simultaneous meetings in different formats. While the natural trend would be to move toward fully virtual meetings, this transition is difficult due to current regulations. In contrast, in the U.S. market, fully virtual meetings are already standard practice among major companies, as highlighted in the Annual Corporate Governance & Executive Compensation Survey conducted by law firm A&O Shearman.

According to Lucas Osorio, President of Emisores Españoles and Partner at Hogan Lovells, “Current Spanish regulations make it difficult to effectively hold fully virtual shareholder meetings. It would be beneficial to introduce regulatory improvements to facilitate these meetings while ensuring shareholders' rights to information and participation.”

Manuel Orillac, Capital Markets Partner at A&O Shearman, added, “The United States offers a more flexible and adaptable framework for virtual shareholder meetings, which has historically encouraged major publicly traded companies to adopt this model, thereby increasing transparency and shareholder participation.”

Carlos Saez, Managing Director of Georgeson in Spain, also stated, “Technological advancements can help maximize the value of companies' relationships with their investors, in line with each country’s regulatory environment.”

Read the news article as published in the media here.