Module Details

Module Code: LAWS H4313
Module Title: Corporate Governance - Private Companies
Title: Corporate Governance - Private Companies
Module Level:: 8
Credits:: 5
Module Coordinator: Martin Meagher
Module Author:: Eimear Lane
Domains:  
Module Description: 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 will be able to:
# Learning Outcome Description
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
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
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.
Module Content & Assessment
Assessment Breakdown%
Continuous Assessment60.00%
End of Module Formal Examination40.00%

Assessments

Full Time

Continuous Assessment
Assessment Type Practical/Skills Evaluation % of Total Mark 60
Timing n/a Learning Outcomes 1,2,3
Non-marked No
Assessment Description
Problem Scenario based on Corporate Governance and Balance of Control in the context of companies operating in the domestic market.
Assessment Type Multiple Choice Questions % of Total Mark 40
Timing n/a Learning Outcomes 1,2
Non-marked No
Assessment Description
End-of-Semester Final Examination
No Project
No Practical
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 Workload Category Contact Type Workload Description Frequency Average Weekly Learner Workload Hours
Lecture Contact No Description Every Week 3.00 3
Independent Learning Time Non Contact No Description Every Week 6.00 6
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
Independent Learning Time Non Contact No Description Every Week 5.50 5.5
Total Weekly Contact Hours 1.50
 
Module Resources
Recommended Book Resources
  • Gráinne Callanan. (2015), An Introduction to Irish Company Law, 4th. 26, Gill Education, p.336, [ISBN: 9780717158454].
  • David Duffy. A Practical Guide to Corporate Governance, 1st. Chartered Accountants Ireland, p.256, [ISBN: 978-1-908199-].
  • David Duffy. (2017), A Practical Guide for Company Directors, 1st Ed. Chartered Accountants Ireland, Ireland, p.352, [ISBN: 978-1-910374-].
Supplementary Book Resources
  • Eavan Murphy. (2015), Make That Grade: Irish Company Law 5th Ed, Gill Education, p.176, [ISBN: 9780717168828].
Supplementary Article/Paper Resources
  • na, See library internet database for non Irish comparative journals etc.
Other Resources
  • www.irishstatutebook.ie/.
  • www.courts.ie/.
  • Companies Registration Office. http://www.cro.ie.
  • Office of the Director of Corporate Enforcement. http://www.odce.ie.
Discussion Note: