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L541: Corporate Finance Law and Business Planning

Prof. Karen E. Woody
Assistant Professor of Business Law & Ethics
Fall 2016

•Section 11 of the Securities Act of 1933

-An underwriter is liable for errors in the entire registration statement

-As an expert, an auditor is liable only for that part of a registration statement for which the auditor has issued an opinion about the financial statements

•Auditors (experts) may raise due diligence defense

-Compliance with GAAS and GAAP required

•Underwriters may also raise a due diligence defense:

-For parts of registration statement contributed by experts, underwriter may rely on expert opinion

-For remainder, the underwriter must prove a reasonable investigation, after which s/

Business Growth and Corporate Classification

Classification by Global Management

Multinational Company: A company with significant sales in other countries, possessing industrial plants abroad, and managed in a global way.

Robinson's Classification of International Companies

1. Multinational: The main company chooses from the other countries/companies.
2. National: Operates in only one country.
3. International: Every subsidiary chooses what actions to take.
4. Transnational: Origin is irrelevant; individuals from any country can hold chief executive positions.
5. Supranational: Every subsidiary must obey the law of its country (though they are not legally subject to a specific country).

Perlmutter's EPRG Framework (Strategic Orientation)

This framework classifies...

Steps for Company Registration in Spain

Case 3 - Registered Process:

1. Receive certification of uniqueness of the intended company name from the Mercantile Register.
2. Open a bank account for the company, deposit capital in the bank, and obtain the deposit certificate.
3. File the Single Electronic Form (DUE) and make an appointment with a notary.
4. Obtain the registered public deed of incorporation of the company and the Fiscal Identification Number (NIF).

Protecting Industrial and Intellectual Property

The company is going to produce a specific product. Before it starts its activity, the partners of the company have registered it in the Mercantile Register with a social name. If the company distributes the product in Spain, it will have to protect it only...

Legal Regulations and Official Publications

Laws in Catalonia are published in the DOGC, while Spanish laws are published in the BOE.

1. Legal Regulation Definition

Legal regulation is a source of law promulgated by a governmental body in a specific manner, consisting of a combination of written and officially published rules. These rules follow a strict hierarchy.

2. European Union Law

As a member of the EU, Spain must follow EU regulations and adapt its national law accordingly. The European Commission makes proposals, which the Council and Parliament approve. These are published in the Official Journal of the European Union.

• Primary Regulation: Treaties.
• Secondary Regulation:
  • Directives: Member states must adapt their national legislation to these.

Same-Sex Marriage in Spain

Context

On June 30, 2005, the Spanish Parliament legalized same-sex marriage.

Mr. Astarloa, empowered by seventy-one Members of the People’s Party Parliamentary Group in Congress, appealed for the unconstitutionality of Law 13/2005, which amended the Civil Code regarding the right to marry.

Summary of the Appeal

The petitioners did not oppose same-sex marriage itself but challenged the legalization process. They alleged the violation of Articles 9.3, 10.2, 14, 32, 39.1, 39.2, 39.4, 53.1, and 167 of the Spanish Constitution (SC).

They argued that the challenged law contradicted Article 32, which they interpreted as defining marriage exclusively as a heterosexual institution.

Furthermore, they contended that Article 14 SC,...

Jurisprudence and Sources of Law in the Legal System

Court decisions are not typically considered direct sources of law. Pursuant to legal theory, court decisions largely lack the defining features of law: general character and abstraction, insofar as they intend to settle a dispute by providing a specific solution according to concrete circumstances.

Accordingly, jurisprudence is not included among the listed sources of the Spanish legal system. Notwithstanding this revealing absence, Article 1.6 of the Civil Code (CC) entrusts the role of completing the legal system to the repeated opinions of the Supreme Court when interpreting and applying the sources of law. Thus, jurisprudence plays a valuable role for the legal system, despite not being...

The Spanish Constitution: The Supreme Legal Text

The Spanish Constitution is the supreme legal text. It is located at the apex of the regulatory hierarchy. Constitutional rules outline the legal framework in which private relationships unfold. It was promulgated in 1978. Constitutional provisions are grouped into two categories:

1. The dogmatic part, which comprises:
   • a) The Preamble (principles and founding values)
   • b) The Preliminary Title (Articles 1-9, basic constitutional principles configuring the political and territorial model and defining identifying marks of the Spanish State)
   • c) Title I (Articles 10-55, “On Fundamental Rights and Duties”, under which fundamental rights, civil liberties, and governing principles of social and economic policies

Distinguishing Between First and Second Grade Communities

The terms "first grade" and "second grade" communities refer to the level of autonomy granted, also known as full autonomy or gradual autonomy, respectively. Full autonomy is rooted in Article 151 of the Spanish Constitution (SC), while gradual autonomy is regulated in Article 143.

Full Autonomy (Article 151 SC)

Article 151 of the SC provides the following in Section 1:

"It is not necessary to wait five years, referred to in paragraph 2 of Article 148, when the initiative for the autonomy process is agreed within the scope of Article 143.2, as well as by the Provincial Councils or corresponding inter-island bodies, by three-quarters of the municipalities in each of the affected provinces...

Types of Adoption in Venezuela

What types of adoption exist in Venezuela?

Even though some countries legally recognize two types of adoption—simple and full—in Venezuela, adoption can only be full. According to LOPNA, adoption is irrevocable and grants the adopted child the same status as a biological child of the adoptive parents. Adoption extinguishes the relationship between the adoptee and their family of origin, except when the adopted child is the spouse of the adopter. Adoption also creates kinship, similar to the kinship created by the birth of a child (LOPNA, Art. 407, 425, 426, 427, 437).

National vs. International Adoption

In Venezuela, there are two regulated types of adoption: domestic adoption and international adoption. According...

Basic Working and Employment Conditions for Temporary Workers

Member States may, after consultation with social partners at national level and on the basis of an agreement concluded by them, establish provisions concerning the basic working and employment conditions which derogate from the principle established in paragraph 1. Such arrangements may include a deadline to achieve equal treatment. The provisions referred to in this paragraph shall comply with Community law and be sufficiently precise and accessible to allow sectors and enterprises concerned to identify and meet their obligations.

Social Security and Other Schemes

Member States shall specify whether social security schemes, including pensions, cash benefits for sickness, or financial...