Corporate governance in argentina

In relation to the possibility of a company to provide director's liability insurance for monetary penalty, Argentina insurance law allows insurance companies to cover these risks.

In such cases, as an exceptional remedy, the corporate veil can be pierced and the legal entity disregarded when the company either: Footnotes For more information on single-shareholder corporations, please, read the specific post on our Legal Blog. Alternate directors, in an equal or lesser number than the active directors, may also be appointed.

If the taxes are not paid when the company is required to pay by the tax authorities, unlimited, joint and several liability of directors may arise if the directors have negligently performed their duties in relation to such taxes. When a corporation is subject to permanent state auditing, a board of at least three directors shall be appointed LGS, Article Numbersecond paragraphwith the exception of single-shareholder corporations that, in any case, may have a one-director board LGS, Articles Numbersecond paragraph, and NumberSection 7 1.

Bankruptcy can be also extended to shareholders or companies whose assets are inseparably merged with the company's assets. Additional restrictions and eligibility conditions may apply to certain regulated activities, such as banking.

Guarantee and insurance Directors of corporations must set up a guarantee consisting of bonds, public securities, or national or foreign currency deposited in financial entities or securities depository, to the order of the corporation, banking guarantees, surety insurances, or civil liability insurances in favor of the company.

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In addition, Law 24, on Hazardous Waste provides that the directors can face administrative liability jointly with the infringing company in relation to hazardous waste.

For these purposes, the reduction of distribution of dividends arising from deducting the fees of the board of directors and the supervising committee shall not be taken into account.

Corporate Governance in Argentina - Term Paper Example

Alternate directors, in an equal or lesser number than the active directors, may also be appointed. Knowingly provides consent to acts that are contrary to the law or the company's bye-laws which can cause damage to the company. This maximum amount is to be limited to five percent when dividends are not distributed to the shareholders and should be increased proportionally to the distribution until it reaches the limit when all the profits are distributed.

Limitations on right of first refusal. Guarantee and insurance Directors of corporations must set up a guarantee consisting of bonds, public securities, or national or foreign currency deposited in financial entities or securities depository, to the order of the corporation, banking guarantees, surety insurances, or civil liability insurances in favor of the company.

In any case, directors shall remain in their positions until replaced LGS, Articles Number and Numbersection d. To know about simplified corporations, please, read our article Simplified Corporations in Argentina: The decision does not breach the law or the company's bye-laws. However, to be enforceable, this principle requires the due registration of the appointment of such directors in the Public Registry.

As to public companies, confidentiality and trading abstention duties are provided for under Article Number of the Capital Market Law Number 26, Under securities laws the directors of public companies must satisfy both loyalty and strict confidentiality duties Capital Markets Law 26, The general rule in relation to directors' liability is set out in the Companies Law.

To dissolve or liquidate the company.

Corporate governance

To calculate the amount of damages, the general rules of civil law apply. This does not exclude the shareholder or controlling party from any civil and criminal liability that may apply if the act committed constitutes an offence.

Directors need not be shareholders and may be indefinitely re-elected LGS, Article Numberfirst paragraph. When a corporation is subject to permanent state auditing, a board of at least three directors shall be appointed LGS, Article Numbersecond paragraphwith the exception of single-shareholder corporations that, in any case, may have a one-director board LGS, Articles Numbersecond paragraph, and NumberSection 7 [1].

Refrain from negotiating with securities markets. Further, indemnity agreements may be entered into by and between directors and shareholders.

These rules apply to the company's:. In the Argentina’s corporate governance, shareholders have various rights that are provided for them. These rights seem to have a full correspondence with the requirements of OECD after they were reformed following the roundtable discussions and changes in legislation after the crisis where major companies found themselves in economic scandals.

Argentina has launched several recent initiatives for the enhancement of corporate governance and anti-corruption legislation in Argentina. Decree / Decree No / regulates the regime relating to gifts that can be made to public officials under section 18 of the Public Ethics Law.

International Meeting on Corporate Governance, held by the Catholic University of Chile, at Santiago, Chile, in September, This paper is a development and expansion from the one I.

Corporate governance and directors' duties in Argentina: overview. by Implement an internal code of corporate governance that includes the entire entity as an integral discipline of managing all risks, taking into account the guidelines contained in such regulations, in proportion to the size, complexity, economic significance and risk.

Jun 01,  · This brief deals with corporate governance in Argentina with a focus on the management of corporations, governed in general by the General Companies Law Number 19, (Ley General de Sociedades or LGS by its Spanish acronym) View Essay - ARGENTINA from FIN at University of New South Wales.

What are the primary mechanisms of corporate governance in Argentina? Are %(8).

Corporate governance in argentina
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