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.