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 in relation to formation and operation of the private limited company, 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 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
Company Formation and Separate Legal Personality
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/Disregarding Separate Legal personality.
Company Management
The Division of Powers: Members and Directors;
Delegation of Powers to Directors; The Resurgence of Members’ Powers.
Directors Duties; Fiduciary Duties; Statutory Duties.
Directors Meetings.
Corporate Capacity.
Company Members/Shareholders and Membership/Shareholding
Members/Shareholders; Rights and Duties of Shareholders; Register of Members/Shareholders.
Shares; The Legal Nature of Shares; Formal Requirements Relating to Shares; Allotment of Shares;
Share Transfer – Transferability and Restrictions; Directors’ Powers to Refuse Registration; Pre-Emption Rights on Share Transfer and Allotment;
Minority Shareholder Protection.
Capital Maintenance
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.
Assessment Breakdown
%
End of Module Formal Examination
100.00%
No Continuous Assessment
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
100.00
End-of-Semester
SETU Carlow Campus reserves the right to alter the nature and timings of assessment