Anglo american company law

contenu
1. Acquire a knowledge of the legal context of English and American companies

• company law sources

• types of business organizations : UK/US sole traders and partnerships, joint ventures and companies

• corporate legal personality and lifting the corporate veil

Practical exercise : review a joint venture agreement to identify essential elements of a company

2. Identifying the various types of companies

• UK/US Private limited, LLC and public companies

• other types of company

Practical exercise : select a suitable type of company for the establishment of a UK or US subsidiary

3. Formation, incorporation and management of companies

• company registration authorities

• incorporation documents : Memorandum and articles of association / Charter-By-laws, detailed contents and initial questions

Practical exercise : adapt a memorandum and articles of association using UK made to measure or "ready-made" company documents

4. Shareholders’ rights and obligations

• shareholder agreements

• decisions and rights in the capital

• majorities and minority rights

• calling and holding shareholders’ meetings

Practical exercise : draft resolutions and minutes for an Annual General Meeting

5. Directors and officers

• management organs and officers

• appointment, status, duties, liabilities, remuneration, employment, resignation and removal

• procedures for board and directors’ meetings

• representing the company : contracting procedures, signatures, seal and authority

• shadow directors, mismanagement and intermeddling

6. Company Secretarial work and legal formalities

• subscription, issue and transfer of shares

• keeping company registers share transfers

• obligatory filings and public information : the Annual return

• statutory accounts

• borrowing, register of charges and debentures

Workshop : prepare the company’s annual return/review draft sale and purchase agreement for shares in a company
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