Module Details

Module Code: LAWS H3303
Module Title: Company Law 1
Title: Company Law 1
Module Level:: 8
Credits:: 10
Module Coordinator: Eileen Doyle
Module Author:: Sadhb Reddy
Domains:  
Module Description: 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 will be able to:
# Learning Outcome Description
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.
Dependencies
Module Recommendations

This is prior learning (or a practical skill) that is recommended before enrolment in this module.
No recommendations listed
Co-requisite Modules
No Co-requisite modules listed
Additional Requisite Information
No Co Requisites listed
 
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.
Module Content & Assessment
Assessment Breakdown%
Continuous Assessment30.00%
End of Module Formal Examination70.00%

Assessments

Full Time

Continuous Assessment
Assessment Type Project % of Total Mark 30
Timing n/a Learning Outcomes 1,2,3,4
Non-marked No
Assessment Description
Project. 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.
No Project
No Practical
End of Module Formal Examination
Assessment Type Formal Exam % of Total Mark 70
Timing End-of-Semester Learning Outcomes 1,2,3,4
Non-marked No
Assessment Description
End-of-Semester Final Examination

SETU Carlow Campus reserves the right to alter the nature and timings of assessment

 

Module Workload

Workload: Full Time
Workload Type Workload Category Contact Type Workload Description Frequency Average Weekly Learner Workload Hours
Lecture Contact No Description 12 Weeks per Stage 3.00 36
Independent Learning Time Non Contact No Description 15 Weeks per Stage 14.27 214
Total Weekly Contact Hours 3.00
Workload: Part Time
Workload Type Workload Category Contact Type Workload Description Frequency Average Weekly Learner Workload Hours
Lecture Contact No Description Every Week 1.50 1.5
Total Weekly Contact Hours 1.50
 
Module Resources
Recommended Book Resources
  • G. Brian Hutchinson,Ronan Keane. (2016), Keane on Company Law, 2nd Ed.. Bloomsbury Publishing, p.791, [ISBN: 9781780435428].
  • Gráinne Callanan. (2015), An Introduction to Irish Company Law, Gill Education, p.336, [ISBN: 9780717158454].
  • Michael Forde & Hugh Kennedy. (2017), Company Law (5th Edition), Round Hall.
  • Thomas B. Courtney,G. Brian Hutchinson,Dáibhí O'Leary. (2016), The Law of Companies, 3rd. Bloomsbury Publishing, p.2944, [ISBN: 9781780438405].
Supplementary Book Resources
  • Dr. Deidre Ahern. (2009), Directors Duties Law & Practice, Round Hall (Thompson Reuters).
  • Ronan Keane &Ailbhe O’Neill. (2009), Corporate Governance & Regulation : An Irish Perspective, Round Hall.
  • Michael Forde &Hugh Kennedy & Daniel Simms. (2008), Law of Company Insolvency, Round Hall.
  • Nessa Cahill. (2008), Company Law Compliance and Enforcement, Tottel.
  • Eavan Murphy. (2015), Make That Grade: Irish Company Law 5th Ed, Gill Education, p.176, [ISBN: 9780717168828].
  • Christopher Doyle. (2002), The Company Secretary : A Guide to the Law (2nd Edition), Round Hall.
  • Paul Dobbyn. (2007), Restriction and Disqualification of Directors : Companies Act 1990: A Digest of Cases, Clarus.
Recommended Article/Paper Resources
  • Commercial Law Practitioner(Westlaw).
  • See library internet database for non Irish comparative journals etc.
Other Resources
  • Company Law Review Group,
    http://www.clrg.org/
  • www.irishstatutebook.ie/.
  • http://www.odce.ie, Office of the Director of Corporate Enforcement.
  • http://www.cro.ie, Companies Registration Office.
  • www.oireachtas.ie/.
  • www.courts.ie/.
  • http://www.basis.ie.
  • http://www.cid.ie/, Company Information Direct.
  • http://www.insolvencyjournal.ie/index.as px.
Discussion Note: