Law in Real Time: Six Lessons from Advising at General Meetings

One of the most direct experiences of law in action is providing legal support during a company's shareholders' meeting or an association's general meeting. Particularly when there are more than 200 participants in the room, interests diverge, and proceedings do not always unfold according to plan.

For a lawyer, this is a unique professional challenge. Unlike drafting a legal opinion or negotiating a contract, there is no luxury of spending hours analysing an issue, consulting colleagues, or refining a position through several rounds of revisions. Questions arise in real time, decisions sometimes have to be made within seconds, and their consequences can be significant for the entire organisation.

A successful general meeting is not simply one that gets through its agenda efficiently. Above all, it is one where resolutions are adopted in accordance with the law, the organisation's governing documents, and applicable procedures, minimising the risk of subsequent legal challenges.

Following one of my recent experiences advising at such a meeting, I have put together six practical observations.

1. Preparation goes far beyond knowing the law

Thorough preparation is the absolute foundation.

Legislation, articles of association, rules of procedure, draft resolutions, internal agreements, minutes, and recordings of previous meetings – all these materials should be carefully reviewed well in advance. But simply reading the documentation is not enough.

The real challenge is anticipating what might happen during the meeting.

What if a participant raises a procedural motion that is not expressly addressed in the rules? How should an objection to the voting procedure be handled? What happens if the electronic voting system fails? And what if there are not enough candidates to fill the required positions on a committee?

It is worth identifying any ambiguous or potentially contentious provisions in advance, developing possible interpretations, and considering their practical implications.

The more scenarios you work through beforehand, the fewer decisions you will have to make under pressure.

2. Working closely with the chair can make all the difference

Providing legal support at a general meeting involves much more than answering legal questions. In practice, the lawyer often becomes one of the chair's most important advisers on procedural matters.

That is why even a brief meeting before the proceedings begin can make a disproportionate difference.

It is useful to walk through the agenda together, discuss potentially difficult items, agree on how to communicate during the meeting, and establish how to respond if disputes arise.

Ideally, the chair should know when to consult the lawyer, while the lawyer should understand how the chair intends to conduct the proceedings.

The best legal support often goes almost unnoticed by participants. Problems are resolved efficiently, without unnecessarily interrupting discussions or involving the entire room in procedural matters.

3. Confidence is essential, but it should not be confused with infallibility

During a general meeting, there is rarely time for lengthy discussions about the interpretation of individual provisions in the articles of association or rules of procedure.

A lawyer must be able to assess the situation quickly, recommend a course of action, and explain the reasoning clearly to the chair and, when necessary, to the participants.

This is where experience, familiarity with the documents, and thorough preparation really pay off.

That does not mean every question must be answered immediately. If an issue genuinely requires closer examination, it is far better to recommend a short adjournment than to make a decision based on incomplete information.

Consistency also matters. Repeatedly changing one's position can undermine confidence in the legal advice and make the proceedings more difficult to manage. At the same time, if new circumstances emerge or an earlier assessment proves incorrect, the position should be revised.

A lawyer's authority should rest on the quality of their judgement, not on an unwillingness to acknowledge a mistake.

4. Artificial intelligence can provide genuine operational support

AI tools that allow lawyers to work with a defined collection of documents are becoming increasingly useful in this context.

One good example is Google's NotebookLM. Once the articles of association, rules of procedure, draft resolutions, and other relevant documents have been uploaded, the tool can help locate specific provisions and bring together information from different sources.

Imagine a participant asking about the precise wording of a provision governing a particular type of procedural motion. Instead of manually searching through dozens of pages, the lawyer can quickly identify the relevant passage, together with a reference to the source document.

This does not, of course, mean that AI should be trusted to make legal determinations independently. Even tools that operate on a defined set of source materials can produce errors. Verifying the relevant provisions, interpreting them, and taking responsibility for the legal advice remain the lawyer's responsibility.

In this setting, the most valuable feature of AI is therefore not so much its ability to generate answers, but its capacity to provide fast and precise access to source information.

5. Procedural correctness is not everything. You also need to read the room

A general meeting is a legal event, but it is also a social process.

Participants have different interests, expectations, and levels of familiarity with the applicable procedures. Certain decisions, even when legally justified, may cause frustration or create a perception of unequal treatment.

That is why advising during a meeting requires more than ensuring compliance with the rules. It also requires paying attention to the reactions of those in the room.

Sometimes, taking a moment to explain the legal basis for a decision, allowing someone to present their position, or calmly bringing a discussion back on track can prevent a conflict from escalating.

This also has legal implications. Participants' acceptance of how the meeting was conducted is no substitute for legal compliance, nor does it prevent resolutions from being challenged. It may, however, reduce the likelihood of disputes arising from misunderstandings, perceived arbitrariness, or a lack of procedural transparency.

The objective should not merely be to conduct a formally valid vote, but also to ensure that participants feel the process has been fair, transparent, and applied equally to everyone.

6. Get enough rest

This may sound obvious – until you find yourself having to decide, at midnight, whether a procedural motion seeking a repeat vote is admissible.

Hours of proceedings, pressure from participants, unexpected procedural complications, and the need to maintain concentration throughout the meeting can be demanding.

Yet legal questions do not become any less complex as the hours pass. Quite the opposite: some of the most difficult decisions arise towards the end of a meeting, when participants and those conducting the proceedings are already exhausted.

Proper preparation should therefore also cover practical matters: getting sufficient rest, ensuring easy access to documents, maintaining effective communication, and being prepared to recommend a break when necessary.

In this profession, mental and physical readiness can sometimes be just as important as legal expertise.

Law, procedure, and trust

Providing legal support at a large general meeting demonstrates that being an effective lawyer requires much more than knowing the law.

It calls for the ability to anticipate problems, make sound decisions under pressure, communicate clearly, and understand the dynamics between participants.

From the perspective of a company or association, professional legal support during a general meeting is therefore far more than a procedural formality. It is an important part of managing legal and organisational risk, particularly when resolutions concern significant financial, governance, or personnel matters.

Ultimately, the success of a general meeting is not measured simply by whether all the votes have been held. It is measured by whether the decisions taken rest on solid legal foundations and the process by which they were reached does not itself become a source of further conflict.

Disclaimer: This article is intended for general informational purposes only and does not constitute legal advice or a legal opinion. The observations presented are general in nature. The appropriate course of action in any particular case will depend on the applicable law, the organisation's governing documents, and the specific circumstances involved.