Doctoral defence: Maris Vutt “Legal Opportunities for Using Digital Solutions in Decision-Making for a Limited Liability Company”

On 28 November at 11:00 Maris Vutt will defend her doctoral thesis “Legal Opportunities for Using Digital Solutions in Decision-Making for a Limited Liability Company”

Supervisors:

Professor Janno Lahe, University of Tartu

Accociate Professor Kalev Saare, University of Tartu

Opponent:

Professor, JUDr. Mária Patakyová, Comenius University in Bratislava

 Summary: 

The topic of the dissertation combines two important aspects of modern company law – shareholder rights and the global digitalisation trend. The central and main rights of a shareholder in limited liability company are managing rights, which encompass, among other, the right to participate in shareholders’ meetings, the right to receive information and the right to vote.

Although different legislation has been prepared and passed on the EU level and in Estonia, the use of digital tools and processes in company law and placing it in the legislation has been challenging. The author has set two hypotheses. First, the legal rules governing the sending of meeting notices are currently too rigid for limited liability company, and second, that every shareholder’s right to adopt resolutions can be exercised either physically or electronically, whereas the same rights must be guaranteed to all shareholders regardless of their manner of participation.

The objective of the dissertation is to examine which requirements must be met when convening and conducting a shareholders’ meeting electronically, and whether these requirements allow to ensure that shareholders have the same rights of participation and voting as in an ordinary meeting. The author has come to the conclusion that the requirements set for a virtual shareholders’ meeting allow to ensure the same rights to attend and vote at the meeting as the shareholders would have at a regular meeting. However, the legal rules governing the sending of meeting notices are currently too restricting and do not allow shareholders to fully take advantage of modern technological possibilities. Either way, all the same rights must be guaranteed to all shareholders when convening the meeting regardless of the manner of participation.