Current issues of corporate law - free course from the Russian School of Management, training, date: December 7, 2023.
Miscellaneous / / December 10, 2023
The course is devoted to the analysis of key changes in corporate legislation, main trends in judicial practice, as well as current practical problems of corporate law and the practice of supporting corporate transactions, discussing options for solving them and analyzing typical errors. The program is aimed at comprehensive training of lawyers in the field of corporate law.
Expert in the field of corporate law and automation of legal work. Has practical experience in creating effective business management systems.
Practical teacher, expert in corporate law and contract work. Has experience in legal support of company activities.
Schemes and models for building a group of companies
• Building a group of companies
• Features of registering companies in low-tax jurisdictions PP
• Types and types of international companies and how to use them
New developments in corporate legislation of the Russian Federation and law enforcement practice
• The concept of corporate law.
• Types of legal entities. New classification. Registration features.
• Corporations.
• Unitary legal entities.
• Latest registration news.
• Beneficiaries.
• Procedure and methods for checking the reliability of the counterparty. Parties to legal relations.
• Interested party transactions – order of execution.
• Conditions of interest.
• When the transaction is large. The need for approval.
• Affiliation.
• Interest.
• Controlling persons.
• Documents to verify the reliability of the counterparty. Use of Internet services.
• Risks of being brought to subsidiary liability.
• Due diligence when concluding contracts.
• Innovations in the issue of shares when establishing a joint stock company from January 1, 2020.
• How to register the issue of shares when establishing a joint stock company.
Legal support for corporate governance
• Legal support for the effective work of the general meeting of shareholders.
• Current issues of determining the competence, organizing the convening and holding of a general meeting of shareholders in a JSC and a general meeting of participants in an LLC in the light of the new edition of the Civil Code of the Russian Federation. Competence of the general meeting. Formation of the agenda for the general meeting. Formation of a list of candidates for elected bodies. Drawing up a list of persons entitled to participate in the general meeting. The procedure for notifying shareholders about the time and place of the general meeting. Preparation of ballot papers. Providing shareholders with information for the general meeting.
• Registration of participants in the general meeting. Procedure for determining quorum. Legal consequences of lack of quorum. Auxiliary bodies of the general meeting (chairman, secretary of the meeting, counting commission). Voting at a general meeting: essence, methods.
• Procedure for counting votes. Certification of the results of the general meeting. Minutes of the counting commission and the general meeting: procedure and terms of preparation, content. Disclosure of information about the general meeting. Storage of documents of the general meeting. Features of organizing and holding extraordinary and absentee meetings of shareholders. Legal consequences of violating the procedure for preparing and holding a general meeting of shareholders.
• Challenging decisions of general meetings as a special way to protect rights. Problems of certifying decisions of the general meeting in the light of recent changes in legislation.
• Legal support for the effective work of the board of directors of a joint-stock company.
• The procedure for the formation, status and powers of the board of directors in the joint-stock company. Problematic issues of determining the competence of the Board of Directors in the light of new legislation. The possibility of expanding the competence of the Board of Directors due to issues assigned by law to the competence of the General Assembly in a non-public company.
• Key factors for increasing the efficiency and quality of decisions of the board of directors. Chairman of the Board of Directors: key roles and tasks. Institute of "independent directors": legal framework for regulation and features of their implementation. Committees of the board of directors as a tool for increasing the efficiency of its work. Fundamentals of effective planning and organization of the work of the board of directors. Information support for the work of the board of directors
• Executive bodies of a joint stock company, responsibility of managers.
• The executive body of a joint-stock company and innovations in its legal regulation: concept, types, functions and competence. Models of executive bodies of society: solutions to optimize their structure and composition. The procedure for the formation of executive bodies of the company, suspension and termination of their powers.
• Requirements for members of executive bodies. The relationship between labor and corporate legislation in the legal regulation of the sole executive body. Features of the legal status of the acting sole executive body. The problem of plurality of directors in a company: methods of distribution of powers, procedure for concluding contracts, reflection of plurality in the Unified State Register of Legal Entities, etc.
• Liability of directors of a corporation (civil, criminal, administrative). Problematic issues related to the responsibility of members of the board of directors. Judicial practice of holding management bodies accountable for losses caused to society. Bad faith and unreasonable actions of the general director. Grounds for holding members of management bodies liable for losses. Features of the distribution of the burden of proof in such disputes. Directors Liability Insurance
• Disclosure of information by a joint stock company and optimal solutions for its effective implementation.
• Key requirements for information disclosure in the form of a quarterly report, taking into account the requirements of the new Information Disclosure Regulation. Origin and termination of obligations to disclose the quarterly report. “Full” and “abbreviated” forms of the quarterly report. Analysis of the most significant changes in the requirements for the content of the quarterly report and recommendations for their effective implementation. Innovations in the disclosure of information on remuneration of members of the issuer’s management bodies and information on the structure and competence control bodies over its financial and economic activities, as well as on the organization of a risk management system and internal control
• Legislative and regulatory regulation of the provision of documents and information at the request of shareholders and law enforcement practice.