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The business law resource for Latin America
Select specific jurisdictions to filter on. Alternatively select no jurisdictions and select questions below to see all jurisdiction answers for them.
Select specific questions to filter on. Alternatively select no questions and select jurisdictions above to see all question answers for them.
What is the statutory basis for the regulation of the internal affairs of a corporation?
Does the law regulate only public companies or are privately held companies and alternative corporate structures such as limited liability companies subject to corporate governance regulation?
Which authorities regulate corporate governance in your jurisdiction? Describe the relationship between the public sector agencies and the self-regulatory agencies.
What enforcement powers with regard to corporate governance does each agency have?
May shareholders sue corporations for breach of corporate governance rules? May they bring a shareholders’ derivative action on behalf of the corporation? Are class action suits permitted?
Other than corporate officers and directors, what other parties are caught by corporate governance rules?
Does the corporations’ regulator have discretion as to whether to incorporate a company and what are the criteria? Does corporate governance play a role? Are the incorporation documents, such as a certificate of incorporation and the by-laws, of a corporation always public or only if the corporation is regulated by a securities regulator or stock exchange?
Number of directors – are there specified requirements for independent directors and the criteria for independence.
Is there a requirement for the establishment of an audit committee? Are there independence requirements for the audit committee? Do specific rules govern the audit committee’s activities? Must the audit committee report specially to the shareholders?
Is there a requirement for corporate governance, nominating or compensation committees? How independent must these be?
Does the audit committee, nominating committee or compensation committee file a report?
Are there minimum disclosure requirements for public companies? Are those disclosure requirements linked to a stock exchange listing, to a public offering or just to the existence as a registered company?
What is the basic scope and timing of the minimum disclosure requirements? Are audited financial statements required? Are quarterly financial statements required? Are those financial statements subject to limited review?
Must public companies file current reports of ongoing activities? What is the scope and timing of those current reports? Must an annual report be filed with the local regulator, published in a prescribed way or mailed to shareholders?
How frequently must shareholders’ meetings be held? What is the scope of shareholders’ meetings? What corporate activity can only be approved by the shareholders (eg, capital raising activities)? Is proxy voting permitted? Are there any proxy regulations for soliciting votes for annual meetings? What is the process for electing directors – is a slate circulated prior to the annual meeting or only the agenda? Does corporate law require cumulative voting? Does corporate law or securities regulation grant the right to board seats based on a certain percentage of share ownership. Is share ownership disclosure required by law or pursuant to company by-laws?
How frequently must board meetings be held? What items do board meetings cover? What powers does the board have to run company affairs? What is the scope of delegation to corporate officers? Is a general delegation permitted or is delegation only permitted case by case? Are the actions of the board or the board minutes required to be made public? What’s the time period for filing?
Shearman & Sterling LLP
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