Learning outcomes of the curricular unit

The aim is to provide students with the elements which will allow them to specifically identify the type of company best matching a given business undertaking, considering the essentials of the partners’ liability limitation and a correct handling of risk aversion by the businessman. All departures of legal, doctrinal and jurisprudential nature away from the principle of the partners’ limited liability will be analysed in view of limited companies and business corporations, mainly when these partners are controlling partners or may be qualified as de facto managers or directors. With reference to these types of company, students will retain the skills to prevent undesirable partners’ liability situations in a given company and hold the partners of a debtor company responsible for its social obligations, especially when it is insolvent. Particular importance will be given to developing the skill to analyse, organize and solve the multitude of problems arising in actual situations.

Syllabus

1. Limiting partners’ liability
2. Directors’ and managers’ liability
3. Liability of the sole partner
4. Liability of the controlling partner
5. Partner liability for abuse in exercising voting rights
6. Partner liability resulting from “disregarding the corporate veil”