CUESTIONARIO DE SOCIEDADES I (2016)

To answer the questions use the theory provided in the booklet AND the Model Business Corporation Act;
the Delaware Corporation Act; the US Bankruptcy code; bankruptcy basics and related material (business
dictionaries; etc.)

YOU WILL BE REQUIRED TO GIVE THE GROUNDS FOR YOUR TRANSLATION CHOICES OR SOLUTIONS DURING THE
COURSE. USE THE THEORY PROVIDED IN THE BOOKLET; DICTIONARIES, AND RELATED MATERIAL,
INFORMATION FOUND ON THE WEB MAY ALSO BE USEFUL, IF TAKEN FROM RELIABLE SOURCES AND UPDATED.
DISCUSSIONS RELATED TO RELIABLE MATERIAL WILL BE ACCEPTED IF RESEARCH IS PROPERLY DONE, EVEN IF
CONTRARY TO THE CANNON, THE PURPOSE OF THIS METHOD IS THAT YOU CAN LEARN TO SOLVE REAL
SITUATIONS IN YOUR PROFESSIONAL LIFE WHEN NO TRANSLATION LECTURERS OR EXPERIENCED TRANSLATORS
MAY BE PRESENT TO HELP YOU OR GIVE YOU ADVISE.

LEGAL FORMS OF ORGANIZATION (US or England & Wales)

1. Define corporations in the US and England & Wales.

2. What is a partnership? Differences with corporations. Different types of partnerships- just names to
compare for the sake of terminology. Include any new forms not included in the bibliography provided
(online research will be useful – Please, remember to use reliable sources and provide references – If
there are no references of authoritative sources that have been used, research will not be valid).
3. Characteristics of types of corporations.
4. Define de jure and de facto legal forms of organization.
5. Describe the formalities in organizing a partnership and a corporation (promoters/incorporators;
articles of incorporation/association/co-partnership; organizational meeting; certificate of
incorporation/ charter, etc.) - External and Internal governing documents of different legal forms of
organization: terminology & translation or possible ways to convey the meaning in the other legal
system that has to be perfectly understood in another culture (Argentine culture vs. American or
English & Welsh ones)
6. What business is transacted in the organizational meeting?
7. Describe the rights and liabilities of corporations and shareholders in corporations.
8. What is the ultra vires doctrine?
9. Mention briefly the powers of a corporation.
10. Who carries out the management of corporate business? Explain.
11. What is the Bylaws? Explain.
12. Which are the directors’ rights; duties and liabilities?
13. Who are the officers of a corporation and which are their duties?
14. Types of shareholders’ meetings. Explain.
15. Types of capital (for ex. Reserve capital; working capital and others)
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 CUESTIONARIO DE SOCIEDADES I (2016)

16. Types of shares and stock subscription. Describe briefly.

17. Explain preemptive right or preemption right.
18. Define dividends and mention their characteristics.
19. State de difference between redemption and repurchase of shares.
20. Mention and explain briefly the changes that a corporation’s structure may undergo [merger; statutory
merger; sales of all assets; amendment of the articles or certificate of incorporation and dissolution;
tender offers]
21. Types of mergers.
22. Explain voluntary and involuntary dissolution.
23. Explain liquidation and winding up.
24. Explain and translate these terms: raider; white knight; black night; lockup; crown jewels; standstill;
junk bonds; greenmail; fair price provision; poison pill; leveraged buyout.

Example of comparative law question: Is there any difference in the formalities in organizing a corporation
in the US or England & Wales and Argentina? Mention some characteristics in the pertinent legislations.
Mention three differences you have found between a ‘Sociedad Anónima’ and a C-corporation or S-
Corporation in the US legal system.

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BANKRUPTCY(consult the theory; Federal Rules of Bankruptcy Procedure; US Bankruptcy Code)

1. Which are the forms of bankruptcy relief?

2. Mention the bankruptcy chapters and explain very briefly.
3. State the differences, if any, among: bankruptcy referee; bankruptcy judge; bankruptcy court; US
bankruptcy judge; US trustee.
4. Bankruptcy trustee. Describe. Differences according to the chapters.
5. US trustee. Explain.
6. Differences between voluntary and involuntary cases.
7. Explain property of the estate.
8. What is a claim? Types.
9. What’s the importance of the proof of claim?
10. Describe CHAPTER 7 (eligibility; how it works; discharge)
11. Describe CHAPTER 11 (eligibility; how it works; debtor in possession; US trustee or bankruptcy
administrator; creditors’ committees /meeting of creditors; appointment of a case trustee; role of the
examiner; automatic stay; who can file a plan; claims; equity security holders; conversion; dismissal;
disclosure statement; acceptance of the plan of reorganization; discharge; final decree)
12. What is a discharge in bankruptcy?
13. When does it take place?
14. How does the debtor get a discharge?
15. Can the discharge be revoked?

Example of comparative law question: State at least five differences between the US and the Argentine
bankruptcy law.