Diploma in Company Law
View Spring 2012 timetable here
This course seeks to familiarise students with the basic concepts and structure of modern Irish Company Law. Students will look at the various forms of business organisation, concentrating on the Limited Liability Company and the rules relating to company formation, finance and management. Consideration will be given to the proposed changes in the imminent Companies Consolidation and Reform Bill. The course will further explore best practice in corporate governance and will adopt a comparative perspective. Programme Aims and Objectives The course will, at this turbulent time in the corporate world, aim to develop students knowledge and understanding of the purpose of Company Law in a business context and guide students in the legal principles involved in the formation, ownership and management of a company. It will equip students with the knowledge of the Common Law rules and the legislation regulating companies and expose them to cutting-edge debates in company law and provide opportunities for students to develop critical skills in these areas. Critically, students should have an ability at the end of the course to apply the principles of Company Law to specific legal areas of central importance to business and law. Programme Structure The course will be delivered and supervised by a qualified lawyer. In addition, some of the lectures may be delivered by guest speakers who have up to date and practical knowledge of key Company Law issues. Previous guest speakers have included commercial lawyers working in industry, commercial practitioners from major Irish law firms as well as company law practitioners from the Law Library.
Course Content Company Identity, Formation and Constitution The historical development of Company Law; The E.C dimension in Irish Company Law; The nature and type of company; The modern company distinguished from Partnership, Sole Trader and Charities; Promoters; The concept of and practical effect of separate legal personality; The Veil of Incorporation; Registration of a Company with the Registrar of Companies and the Articles of Association and Memorandum of Association; Contractual capacity; Financial management. Corporate Governance and Administration Directors – appointment, termination of office and remedies; Retirement; duties and powers including fiduciary duties and changes made by the Companies (Amendment) Act 2009; Restriction and Disqualification of Directors; Fraudulent and Reckless Trading. The Company Secretary: duties and functions. Annual General Meeting, Extraordinary General Meeting, Directors Meetings and voting rights. Capital and Financing of Companies and Minority Protection The Law of Shares, loan capital, securities (debentures, fixed and floating charges), Capital Maintenance Rules, Shareholders Rights including the Rule in Foss v. Harbottle, s.205 protection and winding up the company on just and equitable grounds. Insolvency Receiver – Appointment; Duties and powers of a Receiver; Examinership – Purpose of and need for an Examiner, Procedure and the effect of Court protection; Liquidation: voluntary liquidation, compulsory liquidation and the role of the Liquidator; Procedure for the Winding up of a company. The Role of the Director of Corporate Enforcement Significant provisions under the Company Law Enforcement Act 2001 concerning the Director of Corporate Enforcement together with changes to its powers under the Companies (Amendment) Act 2009. Investigations
Investigations and Inspectors; Conduct of an Investigation; Powers of Inspectors and the Inspectors Report.
Accounts, Annual Returns and the Role of the Auditor
The requirements in relation to Accounts and Annual Returns. The duties of Auditors and the Auditor’s Report. Assessment To be awarded the Diploma in Company Law a student will be required to complete a written assignment (100%). Career Progression Opportunities Achieving the Diploma in Company Law will afford those whose work involves contact with Companies on a day to day basis greater insight into how companies work. The Diploma in Company Law will also assist those who have set up a company, or intend to do so, with knowledge in how best to run it. Possession of a Diploma in Company Law is also attractive to employers and prospective employers. Student Profile Typically, participants on the programme have included those from firms specialising in Insolvency and Conflict Resolution and also from the Construction Industry together with those who have a general interest in Company Law and those who want to progress into the legal professions.
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