Corporate Governance and Directors' Responsibilities
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Questions and Answers

What must directors consider when signing contracts if they have a conflict of interest?

  • Contracts should be approved by other directors. (correct)
  • They must publicly announce their conflict.
  • They can sign without restriction.
  • Contracts signed are automatically valid.

    • What is true about the liability actions that can be taken against directors?

  • Individual quotaholders can file a liability action. (correct)
  • Directors cannot be held liable for any actions.
  • Quotaholders cannot initiate liability actions.
  • They can only be sued by the company's creditors.

    • What is required for a material quota capital increase to be implemented?

  • Approval from state authorities.
  • Directors can implement it at their discretion.
  • Outstanding contributions must be fully made. (correct)
  • Only the approval of stakeholders is needed.

    • Which article outlines the higher majorities needed for quotaholders' decisions regarding changes to the instrument of incorporation?

    <p>Article 2480</p> Signup and view all the answers

    When can a quota capital reduction due to losses be considered mandatory?

    <p>If it affects minimum capital required by law.</p> Signup and view all the answers

    What is one of the roles of statutory auditors in management monitoring?

    <p>To assess the accuracy of financial reporting.</p> Signup and view all the answers

    What defines a listed company in the context of the regulated market?

    <p>Companies whose shares are traded on a regulated platform.</p> Signup and view all the answers

    What is the purpose of the right of pre-emption when shares are issued to financial institutions?

    <p>To promote indirect exercise of pre-emption rights for shareholders.</p> Signup and view all the answers

    Which of the following conditions is necessary for derogation from certain requirements regarding employee participation in capital?

    <p>Derogations should encourage employee or defined group participation.</p> Signup and view all the answers

    What must a notice for a general meeting about a reduction in subscribed capital include?

    <p>Purpose of the reduction and how it will be executed.</p> Signup and view all the answers

    What safeguard is provided for creditors in the event of a reduction in subscribed capital?

    <p>Creditors whose claims predate the decision have security rights.</p> Signup and view all the answers

    Under which article is the decision to reduce subscribed capital required to be published?

    <p>Article 73</p> Signup and view all the answers

    Who is disqualified from being elected as an auditor?

    <p>A relative of a director up to the fourth degree of kinship</p> Signup and view all the answers

    What primarily constitutes capital in companies that issue multiple voting shares?

    <p>Total number of voting rights</p> Signup and view all the answers

    What is one requirement for members of the board of statutory auditors?

    <p>Must meet integrity and experience requirements established by Decree n. 162/2000</p> Signup and view all the answers

    In what situation does a custodian or account holder accrue voting rights?

    <p>Provided their right may be exercised discretionally</p> Signup and view all the answers

    How is the chairman of the board of statutory auditors appointed?

    <p>Appointed by the shareholders’ meeting from among the auditors elected by minority shareholders</p> Signup and view all the answers

    What is the minimum percentage of regular board of auditors members that must be from the less-represented gender?

    <p>At least two fifths</p> Signup and view all the answers

    Which of the following is NOT included in the aggregation of shareholdings?

    <p>Empty share options held by a financial investor</p> Signup and view all the answers

    What limits exist regarding the cumulation of positions for members of the control body?

    <p>Cannot hold the same position in five issuers or more</p> Signup and view all the answers

    How soon must major shareholders disclose their holdings?

    <p>Within four trading days</p> Signup and view all the answers

    Which entity is responsible for contesting a resolution made by shareholders?

    <p>The CONSOB</p> Signup and view all the answers

    What must the board of statutory auditors do regarding irregularities found during oversight?

    <p>Notify CONSOB without delay and transmit related documentation</p> Signup and view all the answers

    What is a condition for the right to vote as a proxy?

    <p>May be exercised discretionally in the absence of specific instructions</p> Signup and view all the answers

    Which group of individuals is NOT eligible to be elected as auditors?

    <p>Persons linked to the company through employment</p> Signup and view all the answers

    Who establishes the rules for the election procedure of a member of the Board of Statutory Auditors by minority shareholders?

    <p>CONSOB</p> Signup and view all the answers

    Which of the following agreements can contribute to aggregated voting rights?

    <p>An agreement providing for provisional transfer of rights</p> Signup and view all the answers

    Which of these does NOT have a voting right related to shareholdings?

    <p>A holder of purely debt securities</p> Signup and view all the answers

    What type of relationships can disqualify a person from serving as an auditor?

    <p>Employment or other economic relationships that compromise independence</p> Signup and view all the answers

    What happens if a company fails to disclose major shareholdings on time?

    <p>Administrative sanctions may apply</p> Signup and view all the answers

    What is a permissible reason for suspending voting rights?

    <p>Non-disclosure of shareholdings</p> Signup and view all the answers

    What is a takeover bid?

    <p>A public offer to acquire all or some of a company's securities.</p> Signup and view all the answers

    Which of the following describes mandatory takeover bids?

    <p>They are required when ownership exceeds 30% voting rights.</p> Signup and view all the answers

    What does 'securities' refer to in the context of a takeover bid?

    <p>Financial instruments that confer voting rights at shareholder meetings.</p> Signup and view all the answers

    What is typically included in the offer document of a takeover bid?

    <p>Details of the bid terms and conditions for securities.</p> Signup and view all the answers

    What triggers a mandatory takeover bid?

    <p>Acquisition of voting rights over the 30% threshold.</p> Signup and view all the answers

    Which entity supervises the regulations regarding takeover bids?

    <p>The CONSOB.</p> Signup and view all the answers

    What is the purpose of the target company press release in a takeover bid process?

    <p>To inform shareholders about the bid and its implications.</p> Signup and view all the answers

    What may occur during the period for acceptance of an offer?

    <p>Competing offers may be presented.</p> Signup and view all the answers

    What does the term 'participation' mean in the context of a takeover bid?

    <p>A stake held indirectly or directly that confers voting rights.</p> Signup and view all the answers

    Which of the following statements about voluntary takeover bids is correct?

    <p>They are initiated by a third party not associated with the company.</p> Signup and view all the answers

    Signup and view all the answers

    Study Notes

    Transformation, Mergers, and Divisions

    • Transformation is an extraordinary operation involving a change in the type of partnership or company (e.g., from a limited liability company to another legal entity).
    • Continuity of legal relations is key: the transformed entity retains the rights and obligations of the original entity.
    • Homogeneous transformations involve changes between for-profit companies or partnerships.
    • Heterogeneous transformations involve changes from for-profit companies or partnerships to entities with different purposes.

    Homogeneous Transformations

    • Current legislation covers transformations of partnerships into limited liability companies (s.p.a., s.a.p.a., s.r.l.).

    Procedure (Quorum)

    • Amendments to the instrument of incorporation (partnership agreement) follow specific rules.
    • Transformation procedures (partnership to LLC and LLC to partnership) involve a majority calculated by profit share and a right to withdraw.
    • Transformation from a LLC into a partnership requires resolution by a higher majority of shareholders, consent of those who will assume unlimited liability, and a right to withdrawal.
    • Specific procedures exist for the resolution of transformations.

    Procedure: Resolution of Transformation

    • The instrument of incorporation (partnership agreement) must follow established rules and forms.
    • Form and content requirements for the incorporation instrument must be met.

    From LLC to Partnership

    • Directors must file a report explaining the transformation reasons and its effects.
    • This report must be available at the company's office for 30 days before the transformation decision.

    From Partnership to LLC

    • Resolutions must follow a public deed form.
    • The resolution must contain required legal information.
    • The notary must check the resolution.
    • Recording in the Business register is a necessary step.

    The Assets of the Partnership

    • Partnership assets must be valued following specific rules, particularly regarding in-kind contributions (art. 2500-ter, par. 2, c.c.)
    • The share capital will be determined based on the net assets from valuation, not exceeding that amount.

    After Recording in the Business Register

    • Once recorded in the register, the invalidity of the transformation resolution can no longer be pronounced.
    • This is without prejudice to the right to compensation for damages by shareholders or third parties.
    • Every member is entitled to a proportion of shares or quota, proportionate to their participation (art. 2500-quater, c.c. – art. 2500-sexies, par. 3, c.c.)

    Member Liability for Corporate Obligations

    • Consent is required from members assuming unlimited liability for corporate obligations prior to transformation (art. 2500-sexies, par. 1 and par. 4, c.c.)
    • Members are not released from liability for corporate obligations prior to registration of the transformation resolution in the Business register.
    • Creditors’ consent to transformation counts as releasing all unlimited members; consent is presumed if communicated to creditors within 60 days after receipt.

    Mergers

    • A merger is an extraordinary operation unifying two or more companies/partnerships into one.
    • Main types of mergers include:
      • Merger in strict sense: multiple companies merging to form a new company
      • Merger by absorption: one existing company absorbs one or more other companies
      • Homogenous merger: merger between companies of the same type
      • Heterogenous merger: merger between different type of companies

    Merger Procedure

    • Drafting merger terms, (art. 2501-ter), determining competence and format requirements for administrative bodies
    • Merger decision (art. 2502), determining competence, quorum, and recording in the Business register
    • Deed of merger (art. 2504), determining the drawing of the deed by company representatives in a public deed form, recording in the Business register, and procedures for any invalidity.

    Divisions

    • Division is an operation where a company's assets are transferred to one or more other companies (leading to a partial or total dissolution of the original company).
    • Types of divisions include:
      • Total division: when all assets are transferred to more than one company
      • Partial division: when only some of a company's assets are transferred

    Division Procedure

    • Draft terms of division (art. 2506-bis)
    • Division decision
    • Deed of division which must adhere to the rules for mergers (unless otherwise stated by law)
    • Effects of the division (art. 2506-quater)

    Company Groups

    • A company group is a set of companies maintaining autonomy and managed under unified leadership.
    • Controlled company acts under the dominant influence of the controlling company.
    • Control may be direct or indirect.
    • By economic viewpoint, there is one business activity; from a legal viewpoint there are many companies.

    Structure and Configuration

    • Different types of company structures are discussed in the slide deck and the diagrams (star structure and chain structure).

    Purpose of the Regulation Governing Company Groups

    • Ensure adequate information on the companies and relationships within the group.
    • Prevent choices benefiting the group at the expense of individual companies (shareholders and creditors).
    • Prevent cross-shareholdings that could harm the assets of companies involved or affect corporate bodies.

    Member Liability for Corporate Obligations (continued)

    • The slide notes discuss cases where members assume unlimited liability.
    • Members will maintain responsibility for obligations even prior to registration of the transformation.

    Consolidated Financial Statement

    • The consolidated financial statement, prepared by the parent company, provides an overall financial view of the group.
    • Its preparation is required when certain situations (absolute majority of voting rights, dominant influence, or shareholder agreements) exist.
    • Referred to the Italian legislative decree n. 127/1991
    • Required by the parent company when one of these factors occurs:
      • Absolute majority of voting rights
      • Dominant influence
      • Dominant influence due to Clauses in a company's articles of association, based on a contract
      • Majority of voting rights based on shareholder agreements

    Management and Coordination Activity

    • The parent company is liable for group decisions where the party managing the company has unified influence.
    • The law outlines the circumstances under which a withdrawal right can be exercised for shareholder protection.
    • There are rules regarding intra-group financing.

    The exercise of Management and Coordination Activity

    • An obligation to consolidate financial statements exists if such obligation is required by the law.
    • An obligation is presumed if there is a contract (or bylaws) where companies agree to be under unified direction.

    Liability (art. 2497 c.c.)

    • Companies that manage and coordinate other companies in a way that undermines the interest of the controlled companies are directly liable towards the shareholders of those companies for any resulting damage.
    • These companies are also liable towards any creditors for damages to the assets of the company.
    • Liability is excluded when the damage is unrelated to management/coordination activity or if the shareholder/creditor has been compensated.

    Disclosure (art. 2497-bis c.c.)

    • The company's subject to management/coordination activity must be indicated (using documentation/correspondence.)
    • A dedicated section for the activity in the Business Register
    • Directors are also liable to shareholders and creditors.

    Justification of Decision (art. 2497-ter c.c.)

    • Decisions impacted by management/coordination activity should be analytically justified, showing reasons and interests.

    Right of Withdrawal (art. 2497-quater c.c.)

    • The right of withdrawal might be available to shareholders if a decision of the parent company significantly alters the risk conditions for the controlled company.
    • Shareholder/quotaholder withdrawal might be exercised in cases like a transformation decision changing the company purpose.

    Loans in the context of Management and Coordination Activity (art. 2497-quinquies c.c.)

    • Repayment of company loans is subordinate to other creditor's payments to avoid excessive debts in groups;
    • The rule in art. 2467 c.c. applies to those loans.

    Companies' Dissolution and Liquidation

    • Articles 2484–2496 с.с. lay down rules for the dissolution of limited liability companies.

    • Grounds for dissolution include:

      • Expiration of the time limit in the incorporation document
      • Achievement of the company’s object, or its impossibility
      • Inability of the shareholders’ meeting to function
      • Reduction of share capital below the legal minimum due to losses
      • Withdrawal of one or more shareholders, or inability to reimburse shares without capital reduction or upholding of opposition by creditors

    • Special causes for dissolution exist for specific companies (e.g., S.A.P.A.).

    Liquidation

    • Liquidation procedure's goal, directors' powers (art. 2486), other bodies involved are the shareholders' meeting and board of statutory auditors (art. 2488) and revocation of liquidation status (art. 2487-ter c.c.)
    • Liquidators' appointment, term of office, removal, and publicity.
    • Liquidators' tasks: liquidating assets, managing operations, and representing the company.
    • Liquidators must draw up financial statements and a distribution plan available to shareholders for approval within 90 days of being filed.
    • Company cancellation from the Business Register follows resolution approval.

    Companies limited by quotas

    • Key features of companies limited by quotas:
      • Liability on company obligations (art. 2462).
      • Quotaholders' equity stakes are not represented by shares; they can't be marketed as financial products.
    • Key benefits of these companies:
      • Lower capital requirements, operating costs, and flexibility.

    Incorporation

    • Public subscription method for incorporation is disallowed.
    • Minimum capital requirement is 10,000 Euros for SRLs.
    • Company names must contain "s.r.l."
    • Incorporation can occur without a time limit.
    • Must be documented by a public deed with the rules for incorporation specified.
    • Single-member companies can be formed through agreement or a unilateral act; some specific rules apply including specific contribution and publication rules.
    • Article 2463, par. 3, specifies requirements from articles 2329, 2330, and 2332 that apply to companies limited by quotas.

    Contributions

    • Assets (cash, in-kind, receivables, work) can be contributed which may be subject to valuation.
    • A legal auditor or audit firm must assess in-kind/receivable contributions.
    • Cash contributions need to meet a 25% minimum payment at incorporation, which can be substituted by an insurance policy.
    • Work/services contributed require specified guarantees (insurance/bank guarantee).

    Quotaholder Loans (art. 2467 c.c.)

    • Repayment of quotaholder loans is secondary to other creditor payments under certain circumstances.
    • Excessive debt/equity imbalance in the company or more reasonable contribution methods might cause prioritization of debt repayment to quotaholder loans.

    Debt Securities (art. 2483 c.c.)

    • Provisions regarding debt securities are in the instrument of incorporation.
    • Competent bodies to be responsible for resolution content.

    Equity Stakes

    • Personalistic criteria can lead to varying quota values (not necessarily proportional to contributions).

    Transfer, Effectiveness, and Publicity of Quotas (art. 2469 and 2470 c.c.)

    • Shares transfer rules.
    • Transfer effectiveness depends on registration in the Business register (certified deed by notary is required).
    • Joint and several liability for transfer conflicts between multiple buyers.

    Withdrawal (art. 2473 c.c.)

    • Grounds for withdrawal are provided for in the company's articles of association.
    • Grounds for mandatory withdrawal exists when company formation is indefinite.
    • Withdrawal may be exercised based on changes in risk conditions affecting the investment.

    Reimbursement of the Quota

    • The quota value calculation is based on company assets, considering market value or expert determination.
    • Repayment within 180 days of notification.
    • The quota is offered to other shareholders/third party, or liquidated if no buyers.

    Exclusion

    • The instrument of incorporation may include clauses specifying grounds of exclusion for specified cause.

    Quotaholders' Decisions (art. 2479 c.c.)

    • Matters reserved to the shareholders (decisions on quotaholders).
    • Decisions by the majority representing half of the quota capital.

    Quotaholders' Meeting Procedure

    • The instrument of incorporation dictates the method to call the meeting.
    • Shareholders attend in person or delegated by a proxy.
    • Voting rights are proportional to the stake held.

    Quorum

    • Sufficient number of shareholders must attend meetings to validly carry out decisions and resolutions.

    Invalidity of Quotaholders' Decisions

    • Resolutions can be appealed if not taken in accordance with the relevant legal documents.
    • Resolutions can be challenged for a conflict of interest in the voting of a shareholder
    • If the meeting process is illegitimate, resolutions can be annulled.
    • Invalid resolutions require a time constraint for complaint process (90 days). - Void resolutions are contested within an open three year period. - Further rules may apply for shorter period of time for circumstances like share capital increase, bond issue, liquidation or dissolution.

    Running and Monitoring of the Company

    • Directors are responsible for establishing organizational, administrative, and accounting structure.
    • The roles for managing the company, are in the hands of the board of directors.
    • Quotaholders have a role to ensure the company complies with general legal and bylaws requirements.

    Directors

    • Directors are chosen from quotaholders (unless bylaws specify otherwise).
    • Rules regarding recording appointments and grounds for ineligibility/removal are in the bylaws, or for certain types of companies, in special laws,
    • Remuneration of directors is set by the bylaws or the shareholders’ meeting.

    Prohibitions for Directors

    • Directors cannot become shareholders/partners with unlimited liability in competitor companies.
    • They cannot perform competing business activities in competitor companies (exceptional cases that require shareholder’s meeting authorization).
    • Listed companies have a prohibition on insider trading.

    how to evaluate the effects of the directors’ violations.

    How Directors Work

    • Sole director performs the responsibilities of the administration body.
    • The board of directors performs decisions jointly with a majority vote.
    • Conflicts of interest in resolutions.

    Directors' Interests (2391 c.c.)

    • Directors have an interest in operations (on their own behalf or behalf of a third party).

    Procedure

    • Directors must comply with relevant rules and inform other directors/statutory auditors.
    • Motivate the reasons for actions and benefit to the company.
    • In cases of sole directors, information to statutory auditors is compulsory.

    Legitimation to Contest Resolution and Time Limit

    • Shareholders, absent, dissenting, or abstaining can contest; if they represent a minimum share of the capital.
    • Board of statutory auditors can also contest on certain grounds in the best interest of the company.
    • If a director with a conflict of interest votes, there is a 90 days limit to contest the resolution;
    • Companies can file a contestation against directors to claim for damages.

    Bodies with Delegated Functions (art. 2381 c.c.)

    • Rules regarding delegated functions are in the bylaws or shareholder's meeting decisions.
    • Managing directors (single person) roles.
    • Committees can be assigned certain tasks.

    Powers of Representation (art. 2384 c.c.)

    • Directors have general power to represent the company in external actions, not limited to specific aspects of the company.
    • Acts outside the company's object are still considered valid toward third parties unless there is a clear record in the business register.

    Directors' Liability

    • Directors are legally liable for damages caused to the company if they fail to fulfill obligations with diligent/professional conduct.
    • There is an exception; directors aren't liable for damages solely due to negative economic results stemming from normal business operations, if decisions were taken with care and in the best interest of the corporation with good faith.
    • Ordinary shareholders can promote liability action based on their resolution (on certain conditions)
    • Board of statutory auditors and insolvency procedures are other ways to challenge actions by the directors
    • Minority shareholders may promote action under certain conditions.

    Renunciation to Liability Action or Settlement

    • The shareholders’ meeting can decide to renounce the liability action or settle it, if there's no objection from 20% of the common stock.

    Liability Action Taken by the Company's Creditors (art. 2394 c.c.)

    • Creditors can pursue liability claims if the company's assets are insufficient to pay debts
    • Liability actions against directors for failing to maintain intact company assets has a 5-year time limit from the point when the creditor knew that the insolvency was apparent, or could have reasonably been foreseen.

    Liability Action Taken by Individual Shareholders and Third Parties (art. 2395 c.c.)

    • Directors are also liable toward individual shareholders and third parties for damages if their actions were intentional or negligent.
    • Contestation of these actions must meet specific conditions, including an unlawful act and direct damages for the shareholder's/third party's assets.
    • The time constraint for contesting these claims is five years from the moment the unlawful act occurred.

    The Last Liability is Different

    • The last form of director liability differs from the first two, arising not from a pre-existing obligation but from the directors' actions.
    • The burden of proof is heavier for this form of liability.

    Amendments to the Share Capital

    • Methods of share capital increase include material increase (paid-up) and nominal/free increase.
    • Methods of share capital reduction include material and nominal reduction (due to losses or other reasons).

    Conditions for Incorporation

    • Minimum capital amount rules are set by the law.

    Procedure (art. 2346 and 2252 c.c.)

    • Shareholders’ meeting resolution/notary checks/registration.

    Procedure for Amendments to the Bylaws

    • Need for extraordinary shareholders' meeting resolution.
    • Notary checks ensure compliance with legal requirements.
    • Required recording in the Business register.

    The Right of Pre-emption (art. 2441 c.c.)

    • Persons entitled to pre-emption generally include existing shareholders.
    • Pre-emption rights are not generally restricted or limited by the company's instrument of incorporation. Certain cases allow exclusion.
    • The law specifies procedures for exercising and recording the pre-emptive right and for any cases where pre-emption rights are voided or suspended.

    The Regulation of Shareholders' Agreements

    • Agreements relating to voting rights are subject to certain conditions, including notification to authorities (CONSOB) and national daily newspaper publication, as well as registration.
    • Certain types of shareholding agreements fall under the legal definition of prohibited agreements and are subsequently invalid.

    Companies With Shares Listed in a Regulated Market

    • These companies are subject to special legal regulations, primarily Directives and Regulations of the European Union.
    • National laws may include further requirements regarding corporate governance.

    Consolidated Financial Law

    • Rules for publishing/disclosing the items put on the agenda.
    • Procedures and timelines for making information accessible.

    Proxies in Listed Companies (art. 135-novies et seq.)

    • The EU Directive (SHRD) establishes general capacity requirements for those acting as proxy/agents.
    • In cases of conflict of interest, communication in writing is required from the representative to the shareholder.

    Shares

    • Different forms (e.g., saving shares, multiple-voting shares) and their characteristics.
    • Companies can define special conditions for different categories of shares.

    The So-called Record Date

    • Determining eligibility to participate in shareholders’ meetings based on share ownership on a specific date (record date).
    • The legal framework underlying EU Company Law is primarily based on EU Directives and Regulations.
    • The articles of the Treaty on the Functioning of the European Union (TFEU) define applicable areas

    Purpose of Financial Market Discipline

    • An effective financial market is crucial for economic growth.
    • Protecting investors is important for a successful market.

    Purpose of Listed Companies Discipline

    • Ensuring efficient capital markets and investor protection is essential.
    • Transparency is required within the markets to ensure effective functioning.

    The Consob Supervisory Function

    • The Consob exercises regulatory power over listed companies.

    The Role of Websites in Shareholders' Meetings

    • The company website is crucial for disseminating information and notices to shareholders about upcoming meetings and related matters.
    • Websites are mandatory for some publications, enabling timely and universal access to shareholders.

    Consolidated Financial Statements

    • Financial reports are a periodic accounting document that provides a true and fair view of a company’s financial position, assets, liabilities, and profit/loss.

    Annual Financial Report

    • The annual financial report is detailed financial statement issued by a company for the fiscal year.
    • It must include, audited financial statements, a management report, and statements from officials at the company

    Half-Yearly Financial Report

    • The half-yearly financial statements are a summary version of the annual reports released for the first half of the company's fiscal year.

    Ongoing Information: Major Holdings

    • Companies must report major ownership changes promptly through the established regulatory channels.

    Declaration of Intentions

    • Significant ownership changes require a statement of intention describing the motivations and specific goals in the acquisition of a certain stake of a particular company.

    Share Capital

    • Share capital is the total value of the equity shares, or the total number of voting rights associated with multiple-voting shares in a company's structure.

    . ### Shareholdings

    • Includes all shares, or other financial instruments, held directly or indirectly by individuals or entities with the associated voting rights, or any entitlement to exercise a vote in a company meeting.

    Reimbursement of the Quota

    • When a shareholder withdraws from the company, and no buyers are found for their share, the company must use reserves or otherwise reduce capital to repay that share.

    Exclusion

    • The instruments of the incorporation may include clauses providing specific just cause grounds for shareholder exclusion.

    Shareholders' Meeting Rules

    • Rules for the conduct of meetings.
    • Voting rules and proportions for the majority, if specified in bylaws

    Invalidity of Shareholders’ Meeting Resolutions

    • Circumstances where shareholders’ meeting resolutions can be deemed void or voidable (e.g., issues with the notice/quorum, or illegality in the object of the resolution).
    • The time limit for contesting a voidable or void resolution is 90 days from the date of the resolution or when registered/filed in the Business register. Consequences of annulment/sanatoria for the cases.

    Administrative Body (Traditional System)

    • Structure: it may exist as a single director or a board of directors, who perform all the tasks of the administrative body in general company law.
    • Duties: Directors are primarily responsible for the corporate organization.

    Two-Tier System

    • Supervisory board functions.
    • Management board functions

    One-Tier System

    • Board of directors and management control committee (MCC) work together in a single body.

    Transformation, Mergers, and Divisions

    • Definitions, types, procedures.
    • Liability aspects; Asset valuation; Time constraints.

    Company Groups

    • Definitions and types of financial structures (e.g., holding companies).
    • Regulations/Discipline: to ensure adequate information/prevent conflict/protect stakeholders.

    Consolidated Financial Statements

    • Definitions/purpose, preparation requirements, timelines.

    ### Other topics from the presentation
    • Company Law in general and the implications of EU directives and regulations
    • Special cases, including those pertaining to single-member companies or additional aspects of specific company types.

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    This quiz explores key concepts related to corporate governance, focusing on the responsibilities and considerations of directors. Topics include conflicts of interest, liability actions, and requirements for capital changes. Test your knowledge on statutory auditor roles and shareholder rights within a regulated market context.

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