Лектори докладно проаналізували разом з учасниками дорожню карту корпоративного права, а саме:

1. Statute – the company’s constitution. Статут – «конституція» компанії.

2. Founding Docs – legal birth certificate. Установчі документи – «свідоцтво про народження» бізнесу.

3. Charter – mission and values in legal form. Хартія – місія та цінності у правовій формі.

4. Articles – agreement among founders. Установчий договір (Articles of Association) – угода між засновниками.

5. NDA – shield for confidential info. Угода про нерозголошення (NDA) – щит для конфіденційної інформації.

6. Board Resolution – formal decisions in action. Рішення ради директорів – формалізація стратегічних кроків.

7. CGR Core – roadmap for governance. Основний зміст корпоративного управлінського регламенту (CGR) – дорожня карта управління.

У рамках характеристики корпоративного права акцентовано на наступному:

1. Statute – the company’s constitution

A statute is a law or formal written enactment of a legislature. Statutes typically declare, command or prohibit something. Statutes are distinguished from court law and unwritten law (also known as common law) in that they are the expressed will of a legislative body, whether that be on the behalf of a country, state or province, county, municipality, or so on. They are also distinguished from secondary legislation, or regulations, that are issued by an executive body under authority granted by a statute. Depending on the legal system, a statute mayalso be referred to as an "act."

2. Founding Docs – legal birth certificate

Articles of Incorporation- one of the legal documents that must be prepared when a company is formed. It includes the name and address of the company, the purpose of the company and details on how many shares can be issued.

3. Charter – mission and values in legal form

A company usually requires founding documents (which one can liken to a “constitution”) which defines the existence of the company and regulates the structure and control of the company. Sometimes, this is composed of two documents. The first specifies the company’s objects and powers and its authorized share capital. In the US, this is called the charter (or the “articles of incorporation”) and in the UK, this is called the “memorandum of association” The second document outlines the company rules for internal affairs and management, such as procedures for board meetings and annual shareholder meetings. In the US, this is called the “bylaws” and in the UK, this is called the “articles of association”.

A charter:

• an agreement, often international, granting certain rights and duties to an official body by the signatory nations of such agreement;

• in the US, one of two documents which form the constitution of a company.

4. Articles – agreement among founders

The articles of association- a document outlining the rules governing a company's internal organization.

The equivalent term for an LLC is articles of organization. Roughly equivalent terms operate in other countries, such as Gesellschaftsvertrag in Germany, statuts in France, statut in Poland, Ukrainian: статут (Romanization: statut) in Ukraine, and Jeong-gwan in South Korea.

5. NDA – shield for confidential info

A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legal contract between two or more parties that outlines how sensitive information shared between them will be kept confidential. NDAs are crucial for protecting trade secrets, business plans, customer lists, and other proprietary information during various business transactions and relationships.

The best way to keep something confidential is not to disclose it in the first place. If you do need to share information you should use a non-disclosure agreement (NDA). This could happen when you speak to potential partners like:

• investors;

• manufacturers;

• stockists.

You may have to tell people about your idea or your business to get advice. This could be from:

• accountants;

• banks;

• financial advisors;

• insurance brokers;

• business coaches;

• or a marketing agency.

It is important that you don’t assume conversations with advisors are automatically confidential.

An NDA is a legal contract. It sets out how you share information or ideas in confidence. Sometimes people call NDAs confidentiality agreements.

Some information could be kept confidential forever. Examples of these are:

• non-patentable know-how;

• lists of customers;

• personal information about the individuals involved in a project.

Some companies or organisations could ask you to sign a document agreeing that they will not have a duty to keep your ideas or information confidential. If that is the case, you need to decide whether to risk disclosing your ideas to them.

6. Board Resolution – formal decisions in action

A Board Resolution is defined in the presentation as a formal written record of a decision adopted by a company’s board of directors, either during a duly convened meeting or by unanimous written consent. It functions as legal evidence of the board’s authority and intent, giving corporate effect to actions such as approving contracts, appointing executives, authorizing transactions, or issuing internal instructions.

That the terminology used in board resolutions retains common law linguistic forms, such as hereby, thereof, and whereas, which emphasize the immediacy, clarity, and legal precision of the decision.

A board resolution is adopted by the Board of Directors, while its drafting, certification, and storage in company records is the responsibility of the Corporate Secretary.

The document follows a standardized structure:

1. Preamble/Recitals – stating the factual background and rationale.

2. Operative Clauses – expressing the decision itself.

3. Authentication Section – confirming who adopted the resolution and when.
   The resolution must include the title, date, place, reference to quorum, list of directors present, agenda, and decision wording.

Typical resolutions involve:

• Appointment or removal of executives.

• Approval of significant transactions.

• Dividend distribution.

• Adoption of internal corporate policies.

• Opening or closing bank accounts, granting powers of attorney.
  
  
  

Risks and common mistakes, including lack of quorum, improper notice, inaccurate wording, and conflicts of interest, which may result in invalidity or unenforceability.

7. CGR Core – roadmap for governance

The Corporate Governance Report (CGR) is presented as a structured narrative and analytical document that outlines the corporation’s governance system, including the composition and functioning of its governing bodies, mechanisms for protecting shareholder rights, and accountability standards.

The report is mandatory for listed companies under Directive 2013/34/EU and Directive 2006/43/EC, and similar requirements apply in Ukraine under the Law “On Joint Stock Companies” and the NSSMC governance recommendations.

The CGR serves as a roadmap for governance, demonstrating how the corporation ensures:

1. Governance Structure – board composition, committees, separation of duties.

2. Compliance and Disclosure – adherence to legal and regulatory standards.

3. Risk Management and Internal Control Systems.

4. Remuneration Policies and Incentive Design.

5. Stakeholder and Shareholder Relations.

6. Sustainability and Ethical Conduct Integration.

7. Transparency and Accountability throughout decision-making.

In essence, the CGR publicly communicates how governance rules operate in practice, rather than only on paper, forming the core reference point for evaluating the corporation’s integrity and management discipline.