Companies Law 2: Shareholders

In-house lawyers, independent directors, accountants, domiciliary agents, anyone wishing to update their knowledge

Entrepreneurial mindset or legal notions or familiar with Luxembourg business law

• Understanding and mastering the role of the various corporate bodies in an SA and an SARL (1st part)
• Focus on shareholders/partners, general meetings, share transfers and shareholder agreements

Module 4: general meetings (SA, SARL)

• Rights and obligations of a shareholder/partner
• Powers accorded by law
• General meetings and their organisation
• General meetings vs written resolutions
• General meetings (convening formalities, quorum, deliberations, cancellation)
• Adoption of resolutions: focus on majority requirements

Practical exercise on voting majorities

Module 5: transfers of shares and other securities

• Free transfers vs regulated transfers
• Transfer formalities (disclosure, share register, pledge, donation)
• Transfer of beneficiary shares

EXTRA: Module 6: shareholder agreements

• Minority rights in a joint venture context
• Shareholder agreements (purpose, advantages, validity, applicable law, enforceability, sanctions)
• Statutory and extra statutory clauses: complementary role, conflicts
• Types of clauses (voting agreements, transfer restrictions, other clauses)

These modules will provide you with the necessary basis with respect to:

• the powers of the general meeting
• the organisation and the holding of general meetings of intragroup companies
• the effectiveness and registration of share transfers
• the rationale and understanding of shareholder agreements

Our pedagogical courses alternate different methods (masterclass, discovery, demonstrative, interrogative, etc.) and techniques (application exercises, case study, role play, sharing of experience, knowledge test, action plan).

Certificate of participation

In person or distance learning

Expert:

Patrick Lestienne - Attorney at Law in Luxembourg

Alternative organisational mode:

on request by completing the form beside. You are at least 5 people and want to organise this training in your organisation’s premises.