Module Code - Title:
LA4540
-
COMPANY LAW 2
Year Last Offered:
2025/6
Hours Per Week:
Grading Type:
Prerequisite Modules:
Rationale and Purpose of the Module:
Currently, the School of Law delivers two modules called Law of Business Associations 1 and 2. The name Law of Business Associations is outdated and cumbersome. The two new modules being created will keep the content of the Law of Business Associations modules but will use the more commonly used name of Company Law. It will be to the advantage of students, and professional bodies and employers with which they deal, as the term Company Law bears the more commonly used term for the study of this area of law.
Syllabus:
The module covers the administration of companies insofar as topics covered include; the, appointment, role and duties of Directors, the role and duties of the Company Secretary and the Annual return obligations of companies. The module also covers issues of dividends and the company law limitations on profit distributions. In addition, the module covers the various methods of enforcement of company law. The consequences of a company's secured borrowings are also considered in terms of the secured party enforcing security by appointment of a receiver. The statutory scheme and facility of examinership for a company in financial difficulty is reviewed and the duties of court appointed examiners analysed. Finally, the module covers the various methods of winding up of companies and the roles of different types of liquidators. The duties of liquidators are examined and the connections between those duties and the schemes and bodies of company law enforcement are reviewed.
Learning Outcomes:
Cognitive (Knowledge, Understanding, Application, Analysis, Evaluation, Synthesis)
On successful completion of this module, a student will be able to:
Identify the common law and statutory duties of company directors
Critique the remedies available to injured parties in the event of breach of those duties
Identify the duties and powers of a company secretary
Outline the typical contractual position of a company which has entered into a loan and security agreement
Distinguish the respective rights of the company, its controllers and any receiver appointed to enforce that security
Critique the limits placed by law on the payment by companies of dividends to shareholders
Outline the enforcement mechanisms available to various state agencies to ensure the enforcement of company law
Critique the statutory basis for the protection and reorganisation of companies under the 1990 Act Identify the forms of company liquidation
Outline the powers, role and duties of the various types of liquidator
Critique the statutory order of priority for payment of creditors under corporate insolvency laws.
Affective (Attitudes and Values)
N/A
Psychomotor (Physical Skills)
N/A
How the Module will be Taught and what will be the Learning Experiences of the Students:
Research Findings Incorporated in to the Syllabus (If Relevant):
Prime Texts:
Keane R. (2000)
Company Law, 4th ed.
, Wiltshire, Lexis Nexis Butterworths
Courtney T. (2002)
The Law of Private Companies 2nd ed.
, Wiltshire, Lexis Nexis Butterworths
Forde M. and Kennedy H. (2007)
Company Law
, Cornwall, Thomson Round Hall
Other Relevant Texts:
Ellis H. (2001)
Modern Irish Company Law
, Cornwall, Jordan Publishing Ltd
Callanan G. (2007)
An Introduction to Irish Company Law 3rd ed.
, Dublin, Gill and Macmillan
Programme(s) in which this Module is Offered:
Semester(s) Module is Offered:
Module Leader:
Sinead.Eaton@ul.ie