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.
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 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.