| Learning Outcomes |
| On successful completion of this module the learner will be able to: |
| LO1 |
Describe the rules relating to shares and share capital and capital maintenance |
| LO2 |
Explain the legal rules governing the holding and conduct of meetings within a company. |
| LO3 |
Describe the common law and statutory rules which may be used to protect the minority shareholders in a company |
| LO4 |
Describe the rules governing loan capital, registration of charges and priority of charges |
| LO5 |
Explain the appointment, function, powers and duties of Receivers, Liquidators and Examiners |
| Pre-requisite learning |
Module Recommendations
This is prior learning (or a practical skill) that is strongly recommended before enrolment in this module. You may enrol in this module if you have not acquired the recommended learning but you will have considerable difficulty in passing (i.e. achieving the learning outcomes of) the module. While the prior learning is expressed as named CIT module(s) it also allows for learning (in another module or modules) which is equivalent to the learning specified in the named module(s). |
| It is desirable that company law would be taken in their 3rd year and that students would have taken law as a full subject in each preceeding year. |
Incompatible Modules
These are modules which have learning outcomes that are too similar to the learning outcomes of this module. You may not earn additional credit for the same learning and therefore you may not enrol in this module if you have successfully completed any modules in the incompatible list. |
| No incompatible modules listed |
Co-requisite Modules
|
| No Co-requisite modules listed |
Requirements
This is prior learning (or a practical skill) that is mandatory before enrolment in this module is allowed. You may not enrol on this module if you have not acquired the learning specified in this section. |
| No requirements listed |
Co-requisites
|
| No Co Requisites listed |
| Indicative Content |
|
Membership and Shares
Different categories of shares. The rights of a shareholder. Transfer of shares. Directors' power to refuse a share transfer. Pre-emption rights. Capital maintenance rules.
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Meetings
The rules governing general meetings of the company. Location, notice and quorum. Business of an AGM. Ordinary and special resolutions. Summary approval procedure. Meetings of the Board of Directors.
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Minority Protection
Majority rule and minority protection. The statutory remedy under S212 Companies Act 2014. The meaning of oppression/disregard of interests. Orders under S212.
The common law rule in Foss v Harbottle. Exceptions to the rule in Foss v Harbottle.
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Loan Capital and Charges
Fixed and floating charges. Priority of charges. Negative pledges. The rules governing the registration of charges. Consequences of non registration.
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Company Insolvency and Business Recovery
The appointment of a receiver. Qualifications and powers of a receiver. Duties owed by the receiver.
Appointment of a liquidator. Compulsory and voluntary liquidation. Powers and duties of the liquidator. The winding-up process.
Appointment of an Examiner. Jurisdiction of the Circuit Court/High Court. Role of the Examiner - duties and powers. Conclusion of the process.
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| Recommended Book Resources |
|---|
- Grainne Callanan 2015, An Introduction to Irish Company Law, 4th Ed., Gill and McMillan Dublin [ISBN: 978 071715845]
- Anthony Thuillier 2015, Company Law in Ireland, 2nd Ed., Clarus Press Dublin [ISBN: 9781905536757]
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| Supplementary Book Resources |
|---|
- Nessa Cahill 2008, Company Law Compliance and Enforcement, 1st Ed., Bloomsbury Professional Dublin [ISBN: 978 1 84592 105 7]
- Dr Thomas Courtney 2012, Law of Private Companies, 2nd Ed., Bloomsbury Professional [ISBN: 9781847669513]
- Brian Hutchinson 2016, Kean on Company Law, 5th Ed., Bloomsbury Professional Dublin [ISBN: 9781780435428]
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| This module does not have any article/paper resources |
|---|
| Other Resources |
|---|
- Website: Department of Enterprise, Trade and
Employment
- Website: Companies Registration Office [CRO]
- Website: Company Law Reform Group
- Website: Office of the Director of Corporate
Enforcement [ODCE]
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