Sumários

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27 Abril 2023, 08:00 • Rita Sousa

  • Transformation and life of the business organisations;
  • Introduction to the concept of merger;
  • Distiction between mergers, spin-offs, transformation and dissolution of companies;
  • Introduction to the rules guiding the merger of companies;
  • Modalities of merger;
  • Procedure towards a merger;
  • The importance of the merger plan;
  • Merger supervision, registration of merger plan and notice of meeting;
  • Objections by Creditors;
  • Form, provisions, procdure, decision, registration and effects;
  • Introduction to the concept of spin-off;
  • Introduction to the rules guiding the spin-off of a company;
  • Modalities of spin-off;
  • Procedure towards a spin-off;
  • Discussion of the consequences of a spin-off to partners/shareholders and other stakeholders (in particular, consequences to creditors); and
  • Special Requirements for a spin-off / merger.

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24 Abril 2023, 08:00 • Rita Sousa

  • The historical evolution of corporate governance;
  • The different corporate governance models;
  • The concept, history, causes and consequences of Social Corporate Governance;
  • Corporate Social Governance in action;
  • Discussion with students about Corporate Governace, Social Corporate Governance, management models and liabilty of managers/directors under Portuguese and EU law;
  • Analysis of case studies about Corporate Governace, Social Corporate Governance, management models and liabilty of managers/directors under Portuguese and EU law;
  • Resposability and liability of the Supervisory Bodies, accountants and others;
  • The different modalities of fanancing a busiess;
  • Discussion with the students about the different ways how a Company or a Partnership may finance their business;
  • Analysis of case studies about the different ways how a Company or a Partnership may finance their business.

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20 Abril 2023, 08:00 • Rita Sousa

  • Introduction to the topic Management of the Company;
  • Distinction between management and administration;
  • Discussion with students about Corporate Governance under Portuguese and European Law;
  • The duties of the Management / Directors towards the comapny;
  • The duties of the Management / Directors towards other stakeholders;
  • Corporate governance applied to other organs of the company;
  • The duties of other organs of the company towards the company and other stakeholders;
  • Practical exercises and online Quiz about corporate governance.

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17 Abril 2023, 08:00 • Rita Sousa

  • The general meeting of partners/shareholders;
  • Rules guinding the reneral meeting of partners/shareholders;
  • Review of the regime applicable to the dismissal of a partner;
  • Review of the regime applicable to the exclusion of a partner;
  • Rules guiding the call for a general meeting;
  • Types of General Meetings of Partners/Shareholders;
  • Standard meeting vs unanimous written decision;
  • Quorum and rules guiding decisions at the meeting;
  • The production of minutes;
  • Null and void deliberations;
  • Dispute against deliberations by partners and other stakeholders;
  • Introduction to the different types of management of the company;
  • Management of the private limited company vs administration of the public limited company;
  • The different types of administration at the public limited company;
  • Discussion with students about case studies and practical examples.

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30 Março 2023, 08:00 • Rita Sousa

The general assembly (meeting of partners/shareholders):

a) types of resolutions;
b) the minutes;
c) the invalidity and ineffectiveness of the resolution;
d) judicial suspension of resolutions.

Practical exercise where it was included the negotiation of a resolution, passing a resolution, and drafting of the relevant general assembly's minutes.