Corporate Governance and Share Capital Regulations
These final modules bridge the gap between how a company manages its internal operations versus how it interacts with outsiders and raises money from the public.
Corporate Governance Legal Doctrines
These two doctrines act as opposite sides of a coin to balance protection between the company and outside parties.
Doctrine of Constructive Notice
This doctrine protects the company against outsiders.
Because the Memorandum of Association (MoA) and Articles of Association (AoA) are registered with the Registrar
Read MoreCorporate Governance: General Meetings and Boards
Corporate Governance in Capitalist Companies
Case 2B focuses on the governing bodies of capitalist companies: the General Meeting and the Board of Directors.
The General Meeting: Shareholder Decision-Making
The General Meeting is the body where partners or shareholders make the primary decisions of the company. In a Joint Stock Company, it is the meeting of shareholders. In a Limited Liability Company, it is the meeting of stakeholders or partners.
Types of General Meetings
- Ordinary General Meeting:
Law 19983 on
EU Legislative Competences in the Field of Labour Law
Art. 4–
Shared competences between the Union and Member States in the area of social policy, for the aspects defined in the Treaty Art. 19–
Equal treatment Art. 46 –
Free movement of workers Art. 153–
Social policy Art. 157.3 –
equal treatment of men and women Art. 352 –
Other appropriate measures: unanimous action of the Council where there are no other legislative powers.
The primary treaty basis for EU labour law is found under Social Policy.
According
Insolvency and Bankruptcy Proceedings Explained
Insolvency vs. Bankruptcy Proceedings
Case 3 is about insolvency and bankruptcy proceedings. The basic distinction is very important: insolvency is the economic problem, while bankruptcy or insolvency proceedings are the legal process used to deal with that problem.
Defining Insolvency, Debtors, and Creditors
Insolvency means that the debtor cannot regularly pay its debts. The debtor is the person or company that owes money. The creditor is the person or company that is owed money. Insolvency may be
Read MoreCorporate Directors and Share Allotment: Legal Essentials
What is a Director?
A director is a living individual appointed to the Board of Directors of a company to direct, manage, and supervise its business affairs.
Because a company is an artificial legal person brought to life by law, it has no physical form, brain, or hands of its own. It cannot sign a contract or make a strategic choice on its own. The directors act as the visible brain and hands of the firm, steering corporate strategy and looking after day-to-day business operations.
Collectively, all
Read MoreEssential Corporate Law Concepts and Prospectus Analysis
1. One Person Company (OPC)
An OPC is a hybrid business structure designed to combine the benefits of a sole proprietorship with the legal protections of a private limited company.
- Composition: It has only one human member who acts as the sole shareholder, though it can have up to 15 directors.
- The Nominee Rule: The sole owner must nominate a person who will take over ownership in the event of the owner’s death or incapacity.
- Legal Perks: Unlike standard private companies, an OPC enjoys significant