Module Title: | Corporate Governance - Private Companies |
Language of Instruction: | English |
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 a strong and autonomous work and learning practices. |
Module Aim: |
The aim of this course is to give students a thorough appreciation of the regulatory environment within which a corporate management team must operate and an ability to address legal issues that arise in relation to Corporate Control. |
Learning Outcomes |
On successful completion of this module the learner should be able to: |
LO1 |
Distinguish between companies, partnerships and sole traders, and be able to critically analyse the advantages and disadvantages associated with the various types of business organisations. |
LO2 |
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 balance of control. |
LO3 |
Work as an effective member of a group in analyzing and solving ethical issues faced by companies in managing business in a competitive market |
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 |
THE FEATURES OF INCORPORATION
Types of Company Structure – limited and unlimited, public and private
Formation of a company
Constitution of a Company
The allocation and balance of power within the Company
Separate legal personality
|
INTRODUCTION TO CORPORATE REGULATION
Methods and means of Corporate Regulation and Enforcement in Ireland
Legislative Regime-an overview of Irish and EU Regulation
The role of the Office of the Director of Corporate Enforcement
The role of the Companies Registrar
The Role of the DP
Reform and Debate
|
SHAREHOLDERS
Duties of Members and Shareholders
Rights and Powers of Members and Shareholders ,relief in cases of oppression (minority protection).
|
CORPORATE MANAGEMENT
Company Directors
role, qualifications, shadow directors, alternate directors, de-facto directors, executive directors and non-executive directors,
directors statutory duties and obligations, directors
Fiduciary Duties-conflict of interest/secret profit/diverting business away/duty to act in good faith in best interests of Company
company director’s powers,-duty to use for purpose that was intended
civil and criminal penalties under the Companies Acts.
Company Secretaries – role, qualifications, appointment, duties of company secretary, company secretaries’ powers, criminal and civil penalties under the Companies Acts
|
Insolvency and Corporate Governance
Receivership – role of receiver, qualifications, appointment, effect on the company of appointment, resignation and removal of a receiver, receivers’ duties and powers.
Examinership – role of examiner, qualification, grounds and procedure for appointment, effect on company of appointment of examiner (court protection), examiners’ duties and powers.
Liquidation – role and qualifications of liquidator, effect of appointment of a liquidator on a company
Principal duties of liquidators (duties to Director of Corporate Enforcement and filing duties)
Liquidators’ powers
Types of Liquidation – Members’ Voluntary Liquidation, Creditors’ Voluntary Liquidation, Court Liquidation.
|
Assessment Breakdown | % |
Continuous Assessment | 60.00% |
End of Module Formal Examination | 40.00% |
Continuous Assessment |
Assessment Type |
Assessment Description |
Outcome addressed |
% of total |
Assessment Date |
Practical/Skills Evaluation |
Problem Scenario based on Corporate Governance and Balance of Control in the context of companies operating in the domestic market. |
1,2,3 |
60.00 |
n/a |
Multiple Choice Questions |
End-of-Semester Final Examination |
1,2 |
40.00 |
n/a |
No End of Module Formal Examination |
SETU Carlow Campus 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 |
6.00 |
Total Hours |
9.00 |
Workload: Part Time |
Workload Type |
Frequency |
Average Weekly Learner Workload |
Lecture |
Every Week |
1.50 |
Independent Learning Time |
Every Week |
5.50 |
Total Hours |
7.00 |
Module Delivered In
|