¡Descarga Understanding Business Organizations: Companies, Partnerships, and Liability y más Apuntes en PDF de Derecho Empresarial y Laboral solo en Docsity! Company: a group of people, a plurality of members, shareholders.… All business organizations, did not have the purpose to obtain a profit. Can we create a one single member company? Yes. +Company and partnership. In common: both are able to sell products. Several legal forms to made the business. Both are business organizations. (sociedades) Company would be “Sociedad” and partnership would be “Sociedad de personas”. The difference between them is related to liability. +Branch, subsidiarity: -Differences: the subsidiarity is independent. One of them has independent legal entity. -Common: Principal one, and a secondary establishment (branch or subsidiarity) Business needs and legal form. Agency: way to expand. You have an agreement with an agent who is working for you. It’s a contractual link. +FCB and ManU Perform a sport activity. Are business organizations. But they have different legal regime. The aim. We think that all organizations are for profits organizations (lucrative), but not all of them. ManU is a company, the typical form of a company, is a business organization which obtain a profit. FCB is not a company. It’s a foundation, an association. Non-lucrative organization, does not mean that the organization does not obtain profits. When we refer to profit organization, the aim is to get profit to get distributed among the members. This would be de dividend right. The Man U can be bought, but the FCB can’t be bought, as we can’t buy an association. Companies have a capital and is divided in shares (participaciones) that can be transferred and sold to another people. A company is a very efficient form. One of advantages is that you can transfer the control of the organization. As FCB is not considered a company can’t follow this action. +Shareholders and directors Shareholders: accionistas, socios Director: administrador What do they have in common? Powers to rule a company. They are role players in a business organization, in a company. And the both have powers. Are legal terms. Shareholder could be an investor, they give money to the company. In business terms a shareholder is consider an investor, and a director is consider a manager (gestor) +Stakeholder Interested parties on the performance of the business. For example; one person investing in a company, not receiving shares but receiving bond. A worker could be considered a stakeholder. Public powers or a community are interested on the good performance of a company, so could, also, be considered stakeholders. +Mandatory (normative imperative) applied to the case regarded to the affected part. Default (dispositive) is a ruled that can be changed by the affected part. Each of them has a veto power. Majority rule: majority of shareholders can impose the decision on the majority shareholders. Unanimity: if one is not agreed, the decision can’t be taken. Company law is mandatory or default rules? Mandatory A company law is international unified? Yes General rules are very similar but we are still far form an international regulation ( there are still many important differences) Are companies subject to limited or unlimited liability? Limited. In case of unlimited liability you have to pay the damages with all your assets. Limited liability the right to limited the assets that you risk with business activity Who has stronger liability: shareholders or directors? Who really rules companies (shareholders or directors)? There is a link between the power to decide and liability. Our system promotes the extra powers of directors. The reason why is because director runs the company. Should minority shareholders be strongly protected by the law? Should shareholder’s information right be strong or weak? Strong: every detail Weak: only general information Should shareholder’s dividend right be strong or weak? Company is obliged to pay dividends Should parent company be liable before subsidiaries creditors? A subsidiarity is a legal entity different for the entity. So bank should ask the money to the subsidiarity no to the patent. But there are some reasons that patent can control subsidiary, so patent company is liable for this reason Which is the best method to solve corporate disputes? Arbitration: Mediation: Litigation: The difference: arbitration as litigation we have a decision maker, Mediator is someone in the middle helping parties to agreed. Are judges neutral or interventionist on controlling business decision? What is the goal of insolvency law: protect creditors or save enterprise?
