1. Introduction

This Guide to Good Practices in Virtual General Meetings was produced and coordinated by a work group composed of representatives from various market institutions and law firms specialized in corporate law, indicated at the end of this, with the purpose of promoting the adoption of best practices in corporate law governance regarding the digital general meetings held by publicly-held companies.
Originally, pursuant to the terms of Law No. 6,404, of December 15th, 1976, the general meetings required the presence of shareholders in person at the company’s headquarters or representation by power of attorney, which made participation difficult and generated the criticized absenteeism.
Considering the formalism and slowness inherent to the procedure prevailing until then, Law No. 12,431/2011, seeking to encourage and increase presence of shareholders in the deliberations, amended the Brazilian Corporate Law, adding new paragraphs to articles 121 and 127, to enable the remote voting.
As a result, with the issuance of CVM’s Instruction No. 561/2015, the participation by means of the distance voting ballot (DVB) was regulated, which had, and still has, great relevance for national and foreign shareholders’ participation.
Due to the emergency scenario caused by the spread of the new coronavirus (Covid-19) in 2020 – which imposed the adoption of circulation restraints and social distance measures – the need for a fully virtual procedure that met the demand for shareholder participation in the corporate activities, similar to the in-person experience, was not supplied by the existing voting instrument (DVB).
For that matter, Provisional Measure No. 931, converted into Law No. 14,030 of 2020, included Paragraph 2-A in Article 124 of the Brazilian Corporation Law, allowing entirely virtual meetings to be held and specifying other applicable measures.
Besides the legislative amendment abovementioned, CVM’s Instruction No 622/2020 provided rules for holding such meetings, in order to ensure compliance with corporate law and provide shareholders effective conditions of participation.
Thus, considering the new scenario, this Guide to Best Practices in Virtual General Meetings aims to provide guidance on the topic, in addition to the mandatory and indicated above rules, within the scope of facilitating publicly-held companies to hold virtual meetings and the shareholder’s to access the new dynamic, enabling greater engagement in the invested companies.