Course details
This course seeks to familiarise students with the basic concepts and structure of modern Irish Company Law. Students will look at the various forms of business organisation, concentrating on the Limited Liability Company and the rules relating to company formation, finance and management. Consideration will be given to the proposed changes in the imminent Companies Consolidation and Reform Bill. The course will further explore best practice in corporate governance and will adopt a comparative perspective.
Programme Aims and Objectives
The course will, at this turbulent time in the corporate world, aim to develop students knowledge and understanding of the purpose of Company Law in a business context and guide students in the legal principles involved in the formation, ownership and management of a company. It will equip students with the knowledge of the Common Law rules and the legislation regulating companies and expose them to cutting-edge debates in company law and provide opportunities for students to develop critical skills in these areas. Critically, students should have an ability at the end of the course to apply the principles of Company Law to specific legal areas of central importance to business and law.
Course Structure
The course will be delivered and supervised by a qualified lawyer. In addition, some of the lectures may be delivered by guest speakers who have up to date and practical knowledge of key Company Law issues. Previous guest speakers have included commercial lawyers working in industry, commercial practitioners from major Irish law firms as well as company law practitioners from the Law Library.
Assessment
To be awarded the Diploma in Company Law a student will be required to complete a written assignment (100%).
Programme Content
Company Identity, Formation and Constitution
The historical development of Company Law; The E.C dimension in Irish Company Law; The nature and type of company; The modern company distinguished from Partnership, Sole Trader and Charities; Promoters; The concept of and practical effect of separate legal personality; The Veil of Incorporation; Registration of a Company with the Registrar of Companies and the Articles of Association and Memorandum of Association; Contractual capacity; Financial management.
Corporate Governance and Administration
Directors – appointment, termination of office and remedies; Retirement; duties and powers including fiduciary duties and changes made by the Companies (Amendment) Act 2009; Restriction and Disqualification of Directors; Fraudulent and Reckless Trading. The Company Secretary: duties and functions. Annual General Meeting, Extraordinary General Meeting, Directors Meetings and voting rights.
Capital and Financing of Companies and Minority Protection
The Law of Shares, loan capital, securities (debentures, fixed and floating charges), Capital Maintenance Rules, Shareholders Rights including the Rule in Foss v. Harbottle, s.205 protection and winding up the company on just and equitable grounds.
Insolvency
Receiver – Appointment; Duties and powers of a Receiver; Examinership – Purpose of and need for an Examiner, Procedure and the effect of Court protection; Liquidation: voluntary liquidation, compulsory liquidation and the role of the Liquidator; Procedure for the Winding up of a company.
The Role of the Director of Corporate Enforcement
Significant provisions under the Company Law Enforcement Act 2001 concerning the Director of Corporate Enforcement together with changes to its powers under the Companies (Amendment) Act 2009.
Investigations
Investigations and Inspectors; Conduct of an Investigation; Powers of Inspectors and the Inspectors Report.
Accounts, Annual Returns and the Role of the Auditor
The requirements in relation to Accounts and Annual Returns. The duties of Auditors and the Auditor’s Report.
Updated on 08 November, 2015Course Location
About Dublin Business School
We_They specialises in the provision of career focused business and law education as well as the delivery of contemporary programmes in the areas of arts, media, social science, humanities and psychology. This is an exciting time for you as you lay the foundations for the rest of your life. At We_They we will do all that we can to help you to make the right choices for your future and a programme of study at We_They will give you the best possible start in your career. We have developed our courses in collaboration with industry and professional bodies, so that when you graduate, in addition to your academic qualifications, you will have the skills and knowledge to begin a successful career. Our ethos is to provide programmes which are highly focused and relevant to domestic and international students which employ innovative approaches to teaching and learning.
One of these innovations is We_They Advantage. We_They Advantage is an initiative which gives students the opportunity to engage in a development programme run parallel to their academic studies that prepares students for the workplace. It has long been recognised that the role of third level is not simply to impart knowledge but to contribute to maintaining a competitive and a ‘smart’ economy, and also to play a valuable part in the holistic development of the person. Part of this development relates to the fostering of ‘transferable’ or ‘generic’ skills in inpiduals. Examples of such skills are communication skills, planning, leadership, multi-tasking etc. – skills that are essential not just in learning or work situations, but in all areas of life. We_They Advantage assists We_They students in developing these important skills.
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