The Fundamentals of Corporate Law

To identify existing legal structures in order to optimise their use. Assess the liabilities incurred and the role played by the company organs.

The program takes into account new provisions which reform Coporate Law.

Choosing the corporate form best suited to your project

• Identifying the different types of companies.
• Examining how to take advantage of the special features of each one.
• Determining the impact of the choices from a tax perspective.
• Practical exercise: choosing the legal form best suited to the nature of a proposed business and its objectives.

Law 23 August 2016: Modernisation of the 1915 Law on commercial companies

• Recognition of practical applications relating to shares: tracking shares, autorised capital in S.A R.L., free shares…
• Modernisation of debt instruments: convertible bonds.
• Innovation based on Common Law experience: redeemable interests in S.A R.L.
• Changes affecting voting rights and general meetings of shareholders.

Understanding the company organs

• Identifying the powers of each organ.
• Applying the quorum and majority rules.
• Observing the rules for the calling and holding of boards and shareholders’ meetings.
• Analysing the supervisory bodies and auditors
• Practical exercise: organising a general meeting of shareholders and analysing the relevant documentation.

Analysing the representation of the company

• Identifying the power of the managing director.
• Understanding the delegation of authority and the creation of committees.
• Distinguishing the internal approval system from external representation.

Adapting powers and responsibilities

• Assessing the benefits of shareholders’ agreements.
• Adapting the quorum and majority rules.
• Preventing and managing risks associated with business management.
• Practical exercise: analysing a list of "reserved matters".

Applying the rules of corporate governance

• Ensuring the necessary "corporate substance".
• Examining the duties and responsibilities of directors.
• Identifying the risk of commingling of assets in the event of bankruptcy.
• Defining the requirements of transparency.
• Managing conflicts of interest.

Attestation de participation