WG Corporate Law

The objective of the research group is to carry out an in-depth study of the legislation of capital companies to identify the interpretative problems that continue to arise, highlight the resolved ones and propose, if possible, conclusions on possible legal reforms that improve the applicable legal regime.

Subjects addressed in this WG:

  • Deed of Constitution and social statutes.
  • Nationality and legal regime. Limits. Reforms Structural modifications
  • The partner. Right of separation of partners and the new art. 348 bis. Right of subscription and preferential acquisition. Exclusion. Minority partners
  • Administrators: Designation. Cooptation Retribution Representation. Manager of fact. Obligations. Conflict of interests. Responsibility.
  • General Meeting: Classes. Order of the day. Competences Essential assets. Challenge Resistance test and relevance test
  • Corporate dissolution. Bankruptcy liquidation. Problems derived from the dichotomy of corporate legislation-bankruptcy legislation. Need for solution
  • Quoted company. Specialties in law-obligation of information. Rights of the partners. Administrators General meeting Escape from partners
  • Companies with public capital. Legal regime. Classes and categorization.
  • Groups of companies: Specialties: responsibility of administrators, operations on essential assets, intra-group business. Special societies. Professional societies European Financial Sports Insurance