Corporate Law Institute

Logo CLIThe CLI was established in the year 2015 by the board of directors of K&M Abogados, S.A. to guarantee a standard of excellence among the professionals working at the firm and to meet the demand for continuing legal education among law professionals in Honduras.

The institute provides reading group sessions, round tables, seminars, courses and executive education programs tailored to the needs of the market and the specific demands of multinational corporations, financial institutions and government agencies.

The CLI works, almost exclusively, with the world renowned Case Method used in prestigious universities such as Harvard Law School and provides its students with a unique and unparalleled opportunity to address complex legal issues that arise in a global economy in order to find practical solutions with a client-oriented approach.

 


2017 UPCOMING EVENTS


 

NOVEMBER 24th, 2017

Title of Seminar: CIVIL AND COMMERCIAL CONTRACT DRAFTING

Objective: To learn and manage the significance and content of the most usual contract clauses used in civil and commercial contracts and to understand the uses and risks associated with using Common Law contract clauses in Civil Law Contracting countries.

 

Lecturer: Jorge J. Kawas, Phd.

Partner at K&M Abogados, S.A., Attorney at Law and Notary Public, Doctor in Tax and Business Law, Harvard Law, LL.M. ’09, Master in Banking and Finance, Member of the New York State Bar Association, the Madrid (Spain) Bar of Attorneys and the Honduran Bar, Professor of Business Law and Corporate Governance at the Graduate Faculty of the Universidad Tecnológica Centroamericana (UNITEC).

 

Place: Hotel Honduras Maya, Salón Bella Vista, Tegucigalpa

Time: 2:00 pm a 6:00 pm

Investment: L.2,000.00

This Program is coordinated with the German Chamber of Commerce in Honduras (AHK).

Inscription/Registration: email:   servicios@ahk.hn   o llamando al  teléfono: 2232-5750 / 2232-5755

 

SYLLABUS:

 

  1. Considerations with regards to contract drafting.
  • Writing style and the need for clarity.
  • Structure of phrases and paragraphs.
  1. Contract structure:
      • Considerations and their legal significance.
      • Justification and usefulness.
    • Typical contract clauses
      • Interpretation of contract clauses.
      • Best Efforts clauses.
      • Limitation of liability clause.
      • Termination of contract clause.
        • Difference between express and implicit termination.
      • Penal clauses.
      • Force majeure and Hardship clauses.
    • Final clauses and signature.
  2. A few words on the “Teoría de la Imprevisión”.
  3. Case study.
  4. Brief conclusions and recommendations.

 


PAST EVENTS


 

June 23rd, 2017. THE ECONOMIC RIGHTS OF SHAREHOLDERS

Place: Hotel Hyatt Place, Tegucigalpa.

Time: from 2:00 pm to 6:00 pm

Investment cost: L.1,000.00

10% discount applies as group rate (more than 3 persons)

This event is hosted by the German Chamber of Commerce in Honduras (Deutsch-Honduranische Industrie und Handelskammer AHK).

Speaker: Jorge J. Kawas, Phd.

Inscriptions: please send email to:  servicios@ahk.hn  or call 2232-5750 / 2232-5755

Partner at  K&M Abogados, S.A., Attorney at Law and Notary Public, Doctor in Tax and Business Law, Harvard Law, LL.M. ’09, Master in Banking and Finance, Member of the New York State Bar Association, the Madrid (Spain) Bar of Attorneys and the Honduran Bar, Professor of Business Law and Corporate Governance at the Graduate Faculty of the Universidad Tecnológica Centroamericana (UNITEC).

Syllabus:

  1. Capital structure and its importance

1.2. The shares as part of the capital and its link to the rights of shareholders.

1.2.1. Difference between nominal and patrimonial value of shares.

1.2.2. Class and series of shares.

1.2.3. Transmission of shares.

1.3 Corporations without minimum capital Decree No. 284/2013.

  1. Rigth to limited liability.

2.1.  Concept of Limited liability.

2.2. Operation of the principle of limited liability.

2.3. The case of irregular or non registered corporations.

2.4. Exception to the principle (lifting the corporate veil).

  1. Prefered right to subscription of shares.

3.1. Justification.

3.2. Cases in which it does not apply

3.3. Non excercise of the right.

3.4. The payment of prime in case of subscription.

  1. Right to dividends

4.1. The company as means of generating of profit.

4.2. To whom do the profits belong to?.

4.2.1. Prefered rights to distribution of profits.

4.2.2. Marriage and retained profits, rights of the spouse in case of divorce.

4.3. Non distribution of profits in closed corporations.

4.4. The criterea of reasonability in profit distribution.

  1. Right to leave the company.

5.1. Meaning of the right and its application.

5.2. Cases in which it may be used.

5.3. Practical problems to its application.

  1. Right to the liquidation quota.

6.1. Distinction between dissolution and liquidation.

6.2. Liquidation and the problem of illegal companies.

6.3. A few words on the new projecto of Honduran Penal Code.

  1. Conclusions and recommendations.