LAW07039 0000 Company Law

General Details

Full Title
Company Law
Transcript Title
Company Law
Code
LAW07039
Attendance
N/A %
Subject Area
LAW - Law
Department
SOCS - Social Sciences
Level
07 - NFQ Level 7
Credit
05 - 05 Credits
Duration
Semester
Fee
Start Term
0000 - The Beginning of Time
End Term
9999 - The End of Time
Author(s)
Breda McTaggart, Esther Quinn, Lorraine Murphy
Programme Membership
SG_GLAWB_H08 202100 Bachelor of Arts (Honours) in Law and Business
Description

The purpose of this course is to give the learner a good working knowledge of the law in relation to companies when compared with other types of business organisation, in particular Sole Traders and Partnerships, and to facilitate the learner in exploring the most up to date legislation and caselaw in this area.  The learner will acquire a foundation in Company Law identifying and analysing the different issues that may arise in managing a company, and appreciating the roles of the different parties involved, in the day to day operations of running a company.  As part of the learning process, the learner will complete their journey by exploring the options for winding up a company. It is intended that this module will create an awareness of areas where legal expertise may need to be sought.

Learning Outcomes

On completion of this module the learner will/should be able to;

1.

Analyse companies compared with other forms of business organisations, in particular Sole Traders and Partnerships.

2.

Appreciate the role of Shareholders in a company and their shareholdings.

3.

Discuss the importance Directors and Auditors in the day to day running of a company.

4.

Examine and differentiate between the role of Receivers, Examiners and Liquidators in an insolvent company.

Teaching and Learning Strategies

The teaching and learning strategy is one which is founded on student-centred active learning. The module is designed to accommodate blended learning experiences.  A range of Computer-Aided Learning (CALL) packages are available to support this module (e.g. Moodle, Adobe Connect, Panopto, Microsoft Teams). The learner will be supported in developing an understanding of the theory and key principles in this area and how these apply in the commercial environment.

Module Assessment Strategies

This module will be assessed by Continuous Assessment (30%) which may vary from a Case study, Presentation, Moodle Quiz, Written Report, Other, during the semester and by an end of semester exam (70%).

Repeat Assessments

Repeat assessment/exam will be developed as appropriate to assess failed components.

Indicative Syllabus

(LO1: Analyse companies compared with other forms of business organisations, in particular Sole Traders and Partnerships)

1.  Formation of Companies

  • Compare companies with other forms of business organisation, in particular sole traders and partnerships
  • Demonstrate an understanding of incorporation, non-incorporation and the "veil of incorporation"
  • Develop a working knowledge of the Companies Acts, and relevant EU legislation

(LO2: Appreciate the role of Shareholders in a company and their shareholdings)

2.  Shareholders 

  • Distinguish between different types of shares and securities
  • Understand the rights of shareholders and debenture holders

(LO3: Discuss the importance Directors and Auditors in the day to day running of a company)

3.  Company Administration

  • Appreciate the role and responsibilities of directors and auditors

(LO4:  Examine and differentiate between the role of Receivers, Examiners and Liquidators in an insolvent company)

4.   Insolvency, Winding-Up and Striking Off Companies

  • Understand the role of receivers, examiners and liquidators

Coursework & Assessment Breakdown

Coursework & Continuous Assessment
30 %
End of Semester / Year Formal Exam
70 %

Coursework Assessment

Title Type Form Percent Week Learning Outcomes Assessed
1 Each year the model of assessment for Continuous Assessment will be determined based on the learner audience and may vary from a Case study, Presentation, Moodle Quiz, Written Report, Other Continuous Assessment Assessment 30 % Week 8 1,2,3
             
             

End of Semester / Year Assessment

Title Type Form Percent Week Learning Outcomes Assessed
1 Final Exam Final Exam Closed Book Exam 70 % Week 15 1,2,3,4
             
             

Full Time Mode Workload


Type Location Description Hours Frequency Avg Workload
Lecture Not Specified Lecture 2 Weekly 2.00
Tutorial Not Specified Tutorial 1 Weekly 1.00
Independent Learning Not Specified Self study 4 Weekly 4.00
Total Full Time Average Weekly Learner Contact Time 3.00 Hours

Required & Recommended Book List

Required Reading
2016-01-01 The Law of Companies Bloomsbury Publishing
ISBN 9781780438405 ISBN-13 1780438400

The Companies Act 2014 makes the most far-reaching and fundamental changes to Irish company law in two generations, putting forward a radically different approach whereby the private company limited by shares will become the new model company. The structure of the fourth edition of this highly regarded title mirrors this new Act. The Act comprises over 1,448 Parts and represents the modern statement of the law applicable to the formation of companies, administration, and management to their winding up and dissolution, incorporating the rights and duties of their officers, members, and creditors. The Act commences on June 1, 2015 and introduces significant changes for companies operating in Ireland. This edition has been expanded and revised to account for these legislative changes and important case law. [Subject: Company Law, Irish Law]

Recommended Reading
2016-01-01 Keane on Company Law Bloomsbury Publishing
ISBN 9781780435428 ISBN-13 1780435428

The 5th edition of Keane on Company Law is essential reading for students, solicitors and barristers alike. New Irish legislation introduces a new company law code. Under the proposed new legislation, the default company type-the new private company limited by shares (cls)-will be created. Such a company will only be required to have a minimum of one director, as opposed to two under the current law. This makes it easier for an entrepreneur to use a company to start a business on his or her own. The complex legal doctrine of ultra vires, which has applied to all companies up to now, will not apply to the new cls. Neither will a cls be required to draft a long document containing its Articles of Association. These will now be included in the Bill by default, and consequently the current requirement for lengthy complex documents at the time of incorporation of a new company can be replaced by a single-document under the proposed new law. The cls will also be permitted to hold its AGM by written procedure, rather than being compelled to gather all of the members in the same room at the same time once a year. The Bill also introduces the new concept of the Summary Approval Procedure, which will allow companies to undertake certain transactions which previously were either prohibited or required Court approval, by the new method of a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use. All these changes to Irish company legislation are covered in a practical and user-friendly structure in this book. [Subject: Irish Law, Company Law]

Recommended Reading
2015-10-05 Company Law in Ireland
ISBN 1905536755 ISBN-13 9781905536757

While many students may consider company law to be technical, dry, and difficult to understand, the approach taken in this book is to breathe life into existing Irish and English case law and use it to explain and outline the current law, guiding the reader through the principles of company law in a clear and concise way. Company Law in Ireland is an essential and recommended textbook for most undergraduate law courses. All students of company and business law, as well as business owners and persons with a general interest in company law will find this book to be both readable and accessible. This second edition is now fully revised to take account of the commencement of the Ireland's Companies Act 2014. *** From the Foreword of the First Edition: ''Mr. Thuillier's enthusiasm for and knowledge of company law and novel approach makes this book accessible to persons without a prior knowledge of company law who may have an interest in the topic. Whilst its structure and useful identification of "learning outcomes" makes it particularly suitable for students others who may wish understand company law whether in connection with their business, voluntary activities or otherwise will find this book accessible and of interest.'' -- Ms. Justice Finlay Geoghegan (Series: The Core Text) [Subject: Irish Law, Company Law, Business Law]

Required Reading
2015-06-12 Make That Grade: Irish Company Law 5th Ed Gill Education
ISBN 0717168824 ISBN-13 9780717168828

MAKING EXAM SUCCESS EASIER A fully rewritten edition of this popular text on Irish company law incorporating the Companies Act 2014, which replaces all previous Companies Acts. New to this edition: Complete and comprehensive coverage of the Companies Act 2014, including: new types of companies new rules on company formation statutory duties of company directors changes to the law on securities increased focus on examinership, receivership and liquidation, with a full discussion of recent key cases Up-to-date case law, for example, DPP v Fitzpatrick, McAteer and Whelan (2014) re. loans to directors of Anglo Irish Bank and Aventine Resources PLC and DCE v Liwosz (2014) re. disqualification of directors in a PLC. User-friendly presentations, including definitions of key terms and cross-referencing between chapters. Can be used by students throughout the year as a summary of topics or as a revision aid at the end of the course. SUITABLE FOR All academic and professional courses on company law in universities and Institutes of Technology Professional courses such as ACCA, CIMA, ACA, ATI, IIPA Law Society FE1 entrance exam

Required Reading
2015-08-21 An Introduction to Irish Company Law Gill Education
ISBN 0717158454 ISBN-13 9780717158454

Fourth edition of this popular introductory textbook for students, which is fully revised and updated to reflect the new landscape of company law following the introduction of the COMPANIES ACT 2014. NEW TO THIS EDITION: Restructured and rewritten to reflect the format and content of the Companies Act 2014, with particular focus on the new model private company limited by shares and the key changes in relation to the following: New types of companies Transition arrangements New form constitution for private companies limited by shares New optional statutory default provisions to replace Table A New capital maintenance rules Codification of directors' fiduciary duties Additional statutory duties for directors New decision making procedures for members Provisions for revising financial statements New summary approval procedure for restricted activities All key cases since the last edition Increased emphasis on standard company law modules on undergraduate Law, Business and Accountancy Programmes Covers the core areas of company law in Ireland Designed to help students understand the principles of Company Law Written in a clear and concise style SUITABLE FOR Students of company law in undergraduate law and business programmes at universities, institutes of technology and other third-level Institutions Those taking professional accountancy examinations THE AUTHOR Grainne Callanan, BCL, LLM, MBS, Cdip (A&F) has been a lecturer in company and insolvency Law at Waterford Institute of Technology for over 20 years. She has a number of publications in the field of company law. She was previously employed in the corporate banking sector.

Module Resources

Non ISBN Literary Resources

Non ISBN Books:

Conroy, B., The Companies Act 2014: Annotated and Consolidated 2018 Edition, (2nd Edn, Dublin: Thomas Reuters Roundhall 2018).

Donnell, V., An Introduction to Business Law, (2nd Edn, Chartered Accountants Ireland 2015).

Company Law nutshells, (4th Edition, Round Hall 2018).

Forde, Michael & Kennedy H, Company Law (5th edn, Round Hall 2017).

Journal Resources

Irish Business Law Review

Commercial Law Practitioner

Law Society Gazette

Hibernian Law Journal

Irish Law Times

URL Resources

British and Irish Legal Information Institute:  https://www.bailii.org

Citizens Information:  https://www.citizensinformation.ie/en/

Companies Registration Office:  https://www.cro.ie/en-ie

European Union: http://www.europa.eu

Houses of the Oireachtas:  https://www.oireachtas.ie

Irish Statute Book:  http://www.irishstatutebook.ie

Land Direct:  https://www.landdirect.ie

Law Reform Commission of Ireland:  https://www.lawreform.ie/

Lexology: https://www.lexology.com

Office of Director of Corporate Enforcement:  https://www.odce.ie/

Property Registration Authority:  https://www.prai.ie

Revenue:  https://revenue.ie/en/Home.aspx

The Courts Service of Ireland: https://www.courts.ie

Westlaw:  http://www.westlaw.ie/

Other Resources
Additional Information