Brevstemmers bindende virkning i lyset af den selskabsretlige lighedsgrundsætning

In NTS-2017.2-3.1, the authors challenged the administrative practice of the Danish Business Authority in their interpretation of Section 104 (2) of the Danish Companies Act by concluding that a postal vote can indeed be withdrawn by the casting shareholder under the same circum- stances as regards a voting proxy (i.e. subject to the rules which follows from the Danish Contra- cts Act), and that a company accordingly can- not lay down rules, which makes it impossible for a shareholder to withdraw a postal vote, if the assumptions under which the postal vote was cast have substantially changed after the company received the postal vote. Building on the conclusions from NTS-2017.2-3.1, this artic- le contains an analysis of how a company can allow withdrawal of postal votes without vio- lating the Danish doctrine of equal treatment of shareholders. We conclude that a company, when deciding whether to allow a withdrawal of a postal vote, should consider the signifi- cance of the resolution for the shareholder and that in doing so should pay special attention to whether the shareholders wishing to withdraw their postal vote are in the same situation and whether material events have occurred after the casting of the postal vote which has changed the assumptions under which the postal vote was cast. Finally, we conclude that the company’s ability to deny the withdrawal of a postal vote is more restricted if the resolution concerns the economic rights of the shareholder than the ad- ministrative rights.