Learning outcomes of the curricular unit

Students are to become familiar with the essential evolution lines of corporate law and its relation with several aspects of financial law, capital markets law and corporate governance. The comprehension of such evolution requires approaching economic aspects and mutual interferences. Students are to become aware of recent questions concerning partners' rights: the right to vote (especially vote by correspondence and electronic voting), participation in general assemblies (especially virtual assemblies, by telematic means) and the right to information. They are also to master some critical issues in corporate governance, especially the administrators' remuneration system and the new audit regime.

Syllabus

1. The different roles of partners in companies: the (diffferent) entrepreneur partners and the (very different) investor partners

2. Social rights traditionally linked to each of the following categories:
a. The right to vote for entrepreneur partners
b. The right to information (and other minority rights) for investor partners
c. Explanation, in the light of this, of the traditional regime of these rights

3. Information and voting regime transmutation by the movement called corporate governance
a. Vote by correspondence
b. The new face and function of General Assemblies
c. The new General Assemblies' functioning regime (introduced by Decree-Law no. 49/2010)
d. Voting right ceilings and voting agreements
e. Partner information and the new information assymetries: from pull information to push  information

4. Partners' powers (and rights) over administration and partners' powers (and rights) to administration