Company Formation & Incorporation
• Is there any area that is not harmonized?
• What is the instrument of incorporation?
• In order to incorporate your own business in the EU, do you need a minimum amount of capital?
• What is the difference between public and private companies?
• When can we declare the invalidity of a contract? (6 cases)
• What do you mean by single-member company? Are single-member companies allowed in the EU?
• Do you see any problems if a company has only one member?
• Why do we need minimal capital to start a company?
• How is a company formed?
Shares & Shareholders
• What are buy-backs? Why do they happen?
• Can a shareholder issue a share at a price below nominal value?
• Can you issue a share at a higher price?
• You want to sell your own share, can you do it?
• How do you transfer a paper share? What is the difference with other systems of transfer?
• What is the difference between value and no-par value shares?
• What’s an accountable par?
• About categories of shares, what are all the types?
• In which category do you have the name of the share?
• What kind of rights are attached to shares?
• Can you give examples of classes of shares?
• Are there some limits about shareholder classes?
• Regarding protection of special shareholders: what guarantees exist?
• What is indirect prejudice?
• Golden shares – what are they?
• Tell me the 2 principles of the Volkswagen case.
• Can share transferability be restricted? What types of rights exist?
• Talk about tag-along and drag-along clauses.
• Differences between ordinary shares and specialized shares.
• If I increase the capital, what is the right of the shareholders? (preemptive rights)
• Why is dilution bad? Are there exceptions to preemptive rights?
• Tell me two options to increase capital.
• What happens if the current shareholder doesn’t use preemptive rights?
• Let’s talk about shareholders’ rights (voting, information, withdrawal, sell out, etc.).
• Why do we give a prize to loyal shareholders? Loyalty shares – what rule do they break?
• Let’s talk about classes of shares, including special classes.
Legal Capital & Creditor Protection
• What’s the function of legal capital?
• If legal capital goes below the required amount, what’s the company’s priority?
• What do you know about the information of incorporation?
Bonds & Financing
• What is a bond?
• In bonds, are you a creditor or debtor?
Corporate Purpose & Theories
• Friedman article – why shareholder primacy?
• Lynn Stout’s article – why is shareholder primacy the “dumbest idea in the world”?
• Stakeholderism – what are the two main theories?
• Corporate purpose: shareholderism vs stakeholderism. What changes for directors?
• Shareholder primacy model – how do we solve agency problems?
• Effects of stakeholderism on directors.
Directors & Governance
• Let’s talk about directors’ duties.
• What about extraordinary transactions?
• Talk to me about the one-tier (monistic) system.
• Agency law: what are the agent-principal relationships?
• Why do shareholders give power to managers? Why to supervisory boards (two-tier model)?
Partnerships & Company Types
• Sole proprietorship – characteristics.
• General partnership – characteristics.
• Concept of limited liability.
Market & Competition Law
• What is a dominant position? How do you define it?
• Article 101 – what does it prohibit?
• Article 102 – what does it prohibit?
• Restricted agreements in competition law – vertical vs horizontal.
Mergers, Takeovers & Funds
• Let’s talk about mergers.
• Takeovers – what are defensive measures?
• What are the main agency problems in takeovers?
• Let’s talk about index funds. Why are index companies incentivized to remain passive?
• What are private engagements?
• Hedge funds – what about investments?
• Stock repurchases (buy-backs).