Module Details
Module Code: |
LAWS H4313 |
Module Title:
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Corporate Governance - Private Companies
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Title:
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Corporate Governance - Private Companies
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Module Level:: |
8 |
Module Coordinator: |
Martin Meagher
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Module Author:: |
Eimear Lane
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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.
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Learning Outcomes |
On successful completion of this module the learner will be able to: |
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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.
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No recommendations listed |
Co-requisite Modules
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No Co-requisite modules listed |
Additional Requisite Information
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No Co Requisites listed
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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
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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
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SHAREHOLDERS
Duties of Members and Shareholders
Rights and Powers of Members and Shareholders ,relief in cases of oppression (minority protection).
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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
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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.
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Module Content & Assessment
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Assessment Breakdown | % |
Continuous Assessment | 60.00% |
End of Module Formal Examination | 40.00% |
AssessmentsFull Time
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 |
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Contact |
No Description |
Every Week |
3.00 |
3 |
Independent Learning Time |
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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 |
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Contact |
No Description |
Every Week |
1.50 |
1.5 |
Independent Learning Time |
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Non Contact |
No Description |
Every Week |
5.50 |
5.5 |
Total Weekly Contact Hours |
1.50 |
Module Resources
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Recommended Book Resources |
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Gráinne Callanan. (2015), An Introduction to Irish Company Law, 4th. 26, Gill Education, p.336, [ISBN: 9780717158454].
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David Duffy. A Practical Guide to Corporate Governance, 1st. Chartered Accountants Ireland, p.256, [ISBN: 978-1-908199-].
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David Duffy. (2017), A Practical Guide for Company Directors, 1st Ed. Chartered Accountants Ireland, Ireland, p.352, [ISBN: 978-1-910374-].
| Supplementary Book Resources |
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Eavan Murphy. (2015), Make That Grade: Irish Company Law 5th Ed, Gill Education, p.176, [ISBN: 9780717168828].
| Supplementary Article/Paper Resources |
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na, See library internet database for non
Irish comparative journals etc.
| Other Resources |
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www.irishstatutebook.ie/.
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www.courts.ie/.
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Companies Registration Office. http://www.cro.ie.
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Office of the Director of Corporate
Enforcement. http://www.odce.ie.
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