Corporate Specialist Course

MODULE I. CORPORATE LAW (COMPANY LAW, TAX)

• Corporate organization of the company: the general shareholders’ meeting.
• Corporate organization of the company: the management body, the de facto director, and voluntary representatives.
• Corporate organization of the company: advisory board. Bodies of the family business and the listed company.
• Good Corporate Governance.
• Shareholders’ agreements: content and customary clauses.
• The family business: key issues.
• The family protocol: content and clauses.
• Family offices.
• Ancillary obligations and their usefulness in companies.
• Amendment of the bylaws.
• Transactions involving share capital: capital increases and reductions, accordion transactions, and reverse transactions.
• Treasury shares and treasury share transactions.
• Special shares and units, non-voting units, and stock options.
• Liability of shareholders; piercing the corporate veil. Shareholders as de facto directors and classification of insolvency as culpable and shareholders’ insolvency liability.
• Liability of directors vis-à-vis the company. Liability of attorneys-in-fact vis-à-vis the company and directors’ and officers’ (D&O) liability insurance.
• Shareholder loans/subordination. Participating loans. Legal instruments equivalent to shares. Redeemable shares in closely held companies, convertible bonds, warrants.
• Directors’ liability: liability for damages, for debts, and insolvency liability.
• Directors’ remuneration: tax, labor, and corporate analysis.
• Shareholders’ remuneration: tax and corporate analysis.
• Senior management contracts and forms of executive engagement.
• Shareholder disputes.
• Dissolution and liquidation of companies: statutory causes; reactivation; bylaw-based causes; procedure; judicial dissolution; liquidation; liquidation transactions; liquidators; post-extinction matters.
• Holding companies.
• Taxation of corporate company transactions.
• Base Erosion and Profit Shifting (BEPS): foundations of the new taxation framework.
• Taxation of related-party transactions.
• Accounting and tax consolidation.

MODULE II. LEGAL FRAMEWORK OF LISTED COMPANIES

• The National Securities Market Commission.
• Supervision and control of listed companies.
• Legal regime of listed companies.
• Good corporate governance.
• Initial public offerings (IPOs).
• Tender offers.
• Delisting.
• Financial information.
• Corporate governance report.

FINAL PANELS

Multidisciplinary theoretical exam.
Panel for the resolution of several highly complex practical cases based on real transactions.

*The Academic Program is subject to change should the ISDE academic team or the Program Director deem it appropriate.