The invitation to the annual general meeting of a stock corporation contained the following note:
“In order to maintain order at the annual general meeting and to protect the personal rights of shareholders, image and sound recordings will not be permitted during the annual general meeting. Devices suitable for image and sound recording may not be brought along by shareholders. Admission checks will be carried out at the entrance.”
A shareholder was denied access to this general meeting after he refused to hand over his cell phone and laptop at the admission check.
The right of shareholders to participate in the general meeting also includes, in principle, unhindered access to the meeting room under reasonable conditions. In the opinion of the Federal Court of Justice, the prohibition on bringing devices suitable for making image or sound recordings to the annual general meeting may constitute a disproportionate interference with the right to participate (BGH, decision of July 8, 2025, Ref. II ZR 24/24).
The lower court (Kammergericht, judgment of January 26, 2024) considered the prohibition on carrying devices suitable for image and sound recording to be a disproportionate interference with the shareholders’ right to participate in the annual general meeting, which is protected by Article 14 of the German Basic Law (GG), and therefore declared all resolutions of the annual general meeting challenged by the plaintiff to be null and void. Admittedly, the right to participate is not unlimited, but is subject to the authority of the chair of the meeting to conduct the annual general meeting in an orderly manner. However, the ban on carrying mobile phones and laptops is disproportionate because it is out of proportion to the intended purpose, namely to protect the other attendees against unauthorized audio and video recordings. On the one hand, in the present case there was only an abstract risk of a violation of rights. This is because the stock corporation was unable to present any specific cases of prohibited audio and/or video recordings at any of the previous general meetings. On the other hand, the other shareholders are not without protection in the event of a violation of the recording ban. They are entitled to claims for damages and compensation for pain and suffering. Furthermore, an unauthorized recording constitutes a violation of Section 201 of the German Criminal Code (breach of confidentiality of speech) and is therefore a criminal offense.
The court’s consideration of only allowing the devices to be brought in if camera and microphone blockers are used and announcing this in advance in the invitation is not practicable at a general meeting of a public company.
The extent to which the solution further suggested by the court, namely to regulate such a ban in the articles of association of the stock corporation, is viable is doubtful. It seems doubtful that such an intervention would be permissible under the articles of association. Ultimately, the same consideration will have to be made here as in the case of the measure taken by the chair of the meeting, which formed the basis of the decided case.
It is permissible and common practice for the chair of the meeting to prohibit image and sound recordings at the opening of the general meeting. If a shareholder violates this prohibition, the chair of the meeting is free to enforce compliance with the prohibition by taking appropriate measures to manage the meeting. In the event of a repeated violation, it should also be possible to exclude the shareholder in question from the general meeting.
