Module Title:Company Law
Language of Instruction:English
Credits: 15
NFQ Level:8
Module Delivered In 2 programme(s)
Teaching & Learning Strategies: Lectures - communication of knowledge and ideas from the lecturer to the student. Problem Solving Exercises - student will work as part of a team and will work together to resolve various legal scenarios. Class Discussion/Debate - Students will be encouraged to actively participate in the class sessions which will develop their analytical and communication skills. E-Learning - It is envisaged that the module will be supported with on-line learning materials. Self-Direct Independent Learning - the emphasis on independent learning will develop strong and autonomous work and learning practices.
Module Aim: The aim of this module is to equip students with a thorough and integrated knowledge and understanding of the concepts, principles and rules of Company Law in Ireland, and to assist the student in developing the analytical skills required to apply their legal knowledge to various problem scenarios.
Learning Outcomes
On successful completion of this module the learner should be able to:
LO1 Distinguish between the different types of companies recognised by the Companies Act 2014 (the private company limited by shares (“LTD”); the designated activity company (“DAC”); the public limited company (“PLC”); the company limited by guarantee (“CLG”); unlimited companies (“UC”), and external companies) and partnerships and sole traders, and be able to critically analyse the advantages and disadvantages associated with the various types of business organisations.
LO2 Comprehend the importance of the Promotion, Formation and Registration requirements of companies and the consequences of incorporation for a business.
LO3 Critically evaluate the rights and duties of corporate members and shareholders and demonstrate an integrated and applied knowledge of the laws regulating corporate management and administration.
LO4 Demonstrate an in-depth comprehension of the laws dealing with receivership, examinership and liquidation, and demonstrate the ability to assess the impact of such events on a company.
LO5 Demonstrate an ability to research aspects of company law either independently or as part of a group and apply the knowledge gained to formulate solutions to case studies involving company law.
Pre-requisite learning
Module Recommendations

This is prior learning (or a practical skill) that is recommended before enrolment in this module.

No recommendations listed
Incompatible Modules
These are modules which have learning outcomes that are too similar to the learning outcomes of this module.
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.
No requirements listed
 

Module Content & Assessment

Indicative Content
Introduction to Formation, Regulation and Enforcement (15%)
Distinguishing different forms of Business Organisation-Companies, Partnerships & Sole Traders, Formation and Legal Personality • Types of Companies • Formation of a company • Constitution of a Company and its alteration, statutory contract and shareholders agreements. The Consequences of Incorporation – Separate legal personality. Authority of Corporate Agents and Capacity of Companies. Sources, Methods and Means of Corporate Regulation and Enforcement in Ireland • Legislative Regime-an overview of Irish and EU Regulation.
Corporate Members & Shareholders (15%)
Introduction - Membership; Those who May Become Members; The Register of Members; Shares; The Legal Nature of Shares; Formal Requirements Relating to Shares; Allotment of Shares;Shareholders’ Rights and Duties; Classes of Shares; Disclosure of Interests in Shares. Share Transfer – Transferability and Restrictions; Directors’ Powers to Refuse Registration; Pre-Emption Rights on Share Transfer and Allotment; Majority Rule, Shareholders’ Remedies – Minority Shareholder Protection - Oppression: Section 212 of the Companies Act 2014; Disregarding Members’ Interests; The Rule in Foss v Harbottle; Derivative Actions and Exceptions to Foss v Harbottle.
Corporate Governance (25%)
The Division of Powers: Members and Directors; Delegation of Powers to Directors; The Resurgence of Members’ Powers; The Powers Retained by Members; Directions to Directors. Directors; Appointment of Directors; Disqualification and Restriction of Directors; Removal of Directors; Status and Remuneration of Directors, Disclosures and Prohibited Transactions. The Secretary: Appointment, Status, Functions and Duties. Auditors: Appointment, Qualifications; Removal, Resignation and Replacement, Rights and Liabilities. To whom Directors Duties owed. Duties to creditors. General Duties of Directors at Common Law; The Nature and Source of Duties; The codification of fiduciary duties in the Companies Act 2014; TheExercise of Directors’ Powers; Directors’ Conflicts of Interests; Competition with the Company; Directors’ Duties of Care, Skill and Diligence; Directors’ Statutory Duties; Directors’ Duties on Insolvency; Reckless Trading; Criminal Fraudulent Trading; Civil Fraudulent Trading; Misfeasance, Failure to Keep Adequate Accounting Records. Members’ Meetings; Annual and Extraordinary General Meetings; Ordinary and Special Resolutions, Written Resolutions, Summary Approval Procedure; Notice of Members’ Meetings; Notice of Business to be Conducted at a Meeting; The Quorum and Other Formalities; Voting at Members’ Meetings; Minutes of Members’ Meetings; Written Meetings. Registration and Lodging of Resolutions; Decisions by Sole Members of Single-Member Companies; Informal Resolutions of the Members. Directors’ Meetings: Purpose of Directors’ Meetings; Notice of Directors’ Meetings; Meetings and Decisions by Sole Directors.
Accounting Records (5%)
Introduction; Filing and Audit Requirements; Application to Different Size Companies, Liability for Failure to Keep Proper Books of Account. The Notes to the Accounts; The Directors’ Report; The Auditors’ Report
Capital Maintenance (10%)
The Rationale; Redemption of Shares; Acquisition by a Company of Its Own Shares; Assisting the Purchase of a Company’s Own Shares; Court Sanctioned Capital Reduction; Court Ordered Capital Reduction; Distributions and the Payment of Dividends; Miscellaneous Capital Maintenance Rules; Meetings On A Serious Capital Loss.
Debentures and Charges (15%)
Debentures. Transfer of Debentures; Secured Debentures: Mortgages and Charges; Mortgages and Fixed Charges; Fixed Charges on Book Debts; Floating Charges; Negative Pledge Clauses; Events Which Affect Assets Subject to Floating Charges; Crystallisation of Floating Charges; The Causes of Crystallisation; The De-Crystallisation of Floating Charges; Retention of Title Clauses Which Constitute Charges. Registration of Charges - The Register of Charges; The Consequences of Non-Registration; The Conclusiveness of the Register of Charges; Registrable Charges. The two-stage registration procedure provided for by the Companies Act 2014; Judgment Mortgages; Non-Registrable Charges; Late Registration of Registrable Charges.
Insolvency (15%)
Receivers - Appointment of a Receiver; Duty Owed by Debenture Holders; Qualifications of Receivers; Resignation and Removal of Receivers; The Effect of the Appointment. The Status of a Receiver; The Duties of Receivers; Liabilities of Receivers; The Powers of Receivers. Examinerships and Schemes of Arrangement – The Appointment of an Examiner; The Effects of Court Protection; The Position of Creditors; The Powers of Examiners. The Examiner’s Reports and Schemes of Arrangement; Examiner’s Remuneration, Costs and Expenses. Schemes of Arrangement; Arrangements & Reconstructions; The Court’s Power to Sanction an Arrangement. Winding-Up and Striking Off Companies - Members’ Winding Up; Creditors’ Voluntary Winding Up; Compulsory Court Winding Up. Voluntary Liquidators; Provisional Liquidators. Official Liquidators. Striking Off the Register; Restoration to the Register of Companies. Matters Arising in a Winding- Up - Powers to Obtain Information; Examination. Powers of Civil Arrest; Freezing Corporate Assets in a Liquidation; Preventing Execution, Attachment of Property and Judgment Mortgages; Disclaiming Onerous Property. Post-Commencement Dispositions; Fraudulent Preference; Fraudulent Dispositions of Property; Invalidating Certain Floating Charges; Contribution by Related Companies to the Assets; Pooling the Assets of Related Companies; The Distribution of Corporate Assets, Priorities.
Assessment Breakdown%
Continuous Assessment40.00%
End of Module Formal Examination60.00%
Continuous Assessment
Assessment Type Assessment Description Outcome addressed % of total Assessment Date
Other Problem Scanario or in class assessment. This will assess the student’s ability to use analytical and research skills gained to apply knowledge of statute, case law and commentary to a relevant established or evolving area of the law relating to Companies, through research, critical analysis and reasoning. Students will be expected to demonstrate an ability to argue for both sides of a given hypothesis or problem. 1,2,3,4,5 40.00 Week 12
No Project
No Practical
End of Module Formal Examination
Assessment Type Assessment Description Outcome addressed % of total Assessment Date
Formal Exam End-of-Semester Final Examination 1,2,3,4,5 60.00 End-of-Semester

ITCarlow reserves the right to alter the nature and timings of assessment

 

Module Workload

Workload: Full Time
Workload Type Frequency Average Weekly Learner Workload
Lecture Every Week 3.00
Independent Learning Time Every Week 4.00
Total Hours 7.00
Workload: Part Time
Workload Type Frequency Average Weekly Learner Workload
Lecture Every Week 1.50
Total Hours 1.50
 

Module Delivered In

Programme Code Programme Semester Delivery
CW_BBLAW_B Bachelor of Business (Honours) in Business with Law 4 Mandatory
CW_HHLAW_B Honours Bachelor of Laws Degree - LLB 3 Mandatory