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The Center of Civil Law Studies of the LSU Paul M. Hebert Law Center presents the 39th John H. Tucker, Jr. Lecture in Civil Law

The Proposed Organization of American States Model Law on Simplified Corporations:
Perspectives and Challenges

Given by:

Professor Francisco Reyes

Tuesday, May 31, 2016 at 6:00 p.m.
Louisiana State University Paul M. Hebert Law Center
McKernan Auditorium
Reception to follow in the Student Lounge

The Speaker

Professor Francisco ReyesProfessor Francisco Reyes is the Chairman of the United Nations Commission for International Trade Law (UNCITRAL) for the period 2015-2016. He has also been the Colombian Superintendent of Companies (and Bankruptcy) since October 2014. He is a member of the International Academy of Commercial and Consumer Law, the International Academy of Comparative Law, and the Colombian Academy of Jurisprudence.

Professor Francisco Reyes was an active participant and draftsman of several comprehensive legislative reforms of the Colombian laws of Corporations and Bankruptcy, including the successful law on Simplified Stock Corporations enacted in 2008. He also presided over the governmental commissions for the amendment of the Colombian Bankruptcy Law and the new Law on Secured Transactions.

Professor Reyes holds an LL.B. from Javeriana University in Bogotá, an LL.M. from the University of Miami School of Law and a PhD in Law from the University of Tilburg (The Netherlands). He also holds a diploma in Portuguese Culture from the University of Lisbon (Portugal). He has been a Visiting Professor at the Louisiana State University Paul M. Hebert Law Center (Baton Rouge, LA), Stetson College of Law (Gulfport, FL), Université Jean Moulin (Lyon, France), Université de Fribourg (Switzerland), University of Tilburg (The Netherlands), Instituto Tecnológico Autónomo de México, Universidade Agostinho Neto (Angola), and Universidad Católica Argentina (Buenos Aires).

Professor Reyes has published a number of books on corporations, in Spanish, English, and Portuguese.

The Lecture

Colombian Law 1258 of 2008 introduced the Simplified Corporation (Sociedad por Acciones Simplificada or SAS). This type of business entity included modern corporate law features such as simplified incorporation proceedings, full-fledged limited liability for its shareholders, and broad freedom of contract for the definition of housekeeping and governance rules. It also reduced old-fashioned prohibitions pertaining to shareholders and managers activities and reduced transaction costs. The SAS’s “opt-in” approach also has allowed for private parties to draft the most suitable agreements. The enabling provisions of Law 1258 have been the starting point for the preparation of at least three Model Law proposals presented before the Organization of American States (OAS), the United Nations Commission for International Trade Law (UNCITRAL) and the Pacific Alliance. Discussions on these draft legislative models have been underway over the last few years at different bodies within these multinational organizations. Although some progress has been made in recognizing the importance of providing some degree of harmonization in the field of closely held business enterprises, particularly in developing jurisdictions, there are still significant obstacles that need to be surpassed before such model law is adopted.

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