Module Details

Module Code: LEGS7011
Title: Company Law - Capital
Long Title: Company Law - Capital
NFQ Level: Intermediate
Valid From: Semester 1 - 2016/17 ( September 2016 )
Duration: 1 Semester
Credits: 5
Field of Study: 3800 - Law
Module Delivered in: 1 programme(s)
Module Description: This module is intended to develop the student's knowledge and understanding of Company Law in relation to share and loan capital, capital maintenance, meetings, decision making, minority protection and insolvency.
 
Learning Outcomes
On successful completion of this module the learner will be able to:
# Learning Outcome Description
LO1 Describe the rules relating to shares and share capital and capital maintenance
LO2 Explain the legal rules governing the holding and conduct of meetings within a company.
LO3 Describe the common law and statutory rules which may be used to protect the minority shareholders in a company
LO4 Describe the rules governing loan capital, registration of charges and priority of charges
LO5 Explain the appointment, function, powers and duties of Receivers, Liquidators and Examiners
Dependencies
Module Recommendations

This is prior learning (or a practical skill) that is strongly recommended before enrolment in this module. You may enrol in this module if you have not acquired the recommended learning but you will have considerable difficulty in passing (i.e. achieving the learning outcomes of) the module. While the prior learning is expressed as named MTU module(s) it also allows for learning (in another module or modules) which is equivalent to the learning specified in the named module(s).
It is desirable that company law would be taken in their 3rd year and that students would have taken law as a full subject in each preceeding year.
Incompatible Modules
These are modules which have learning outcomes that are too similar to the learning outcomes of this module. You may not earn additional credit for the same learning and therefore you may not enrol in this module if you have successfully completed any modules in the incompatible list.
No incompatible modules listed
Co-requisite Modules
No Co-requisite modules listed
Requirements

This is prior learning (or a practical skill) that is mandatory before enrolment in this module is allowed. You may not enrol on this module if you have not acquired the learning specified in this section.
No requirements listed
 
Indicative Content
Membership and Shares
Different categories of shares. The rights of a shareholder. Transfer of shares. Directors' power to refuse a share transfer. Pre-emption rights. Capital maintenance rules.
Meetings
The rules governing general meetings of the company. Location, notice and quorum. Business of an AGM. Ordinary and special resolutions. Summary approval procedure. Meetings of the Board of Directors.
Minority Protection
Majority rule and minority protection. The statutory remedy under S212 Companies Act 2014. The meaning of oppression/disregard of interests. Orders under S212. The common law rule in Foss v Harbottle. Exceptions to the rule in Foss v Harbottle.
Loan Capital and Charges
Fixed and floating charges. Priority of charges. Negative pledges. The rules governing the registration of charges. Consequences of non registration.
Company Insolvency and Business Recovery
The appointment of a receiver. Qualifications and powers of a receiver. Duties owed by the receiver. Appointment of a liquidator. Compulsory and voluntary liquidation. Powers and duties of the liquidator. The winding-up process. Appointment of an Examiner. Jurisdiction of the Circuit Court/High Court. Role of the Examiner - duties and powers. Conclusion of the process.
Module Content & Assessment
Assessment Breakdown%
Coursework30.00%
End of Module Formal Examination70.00%

Assessments

Coursework
Assessment Type Short Answer Questions % of Total Mark 30
Timing Week 10 Learning Outcomes 1,2,3,4
Assessment Description
Problem based assessment based on factual scenario. Students must identify the legal issue, select and apply the appropriate legal rules to reach a conclusion
End of Module Formal Examination
Assessment Type Formal Exam % of Total Mark 70
Timing End-of-Semester Learning Outcomes  
Assessment Description
End-of-Semester Final Examination
Reassessment Requirement
Repeat examination
Reassessment of this module will consist of a repeat examination. It is possible that there will also be a requirement to be reassessed in a coursework element.

The University reserves the right to alter the nature and timings of assessment

 

Module Workload

Workload: Full Time
Workload Type Contact Type Workload Description Frequency Average Weekly Learner Workload Hours
Lecture Contact Class based instruction Every Week 3.00 3
Independent & Directed Learning (Non-contact) Non Contact Study and research Every Week 4.00 4
Total Hours 7.00
Total Weekly Learner Workload 7.00
Total Weekly Contact Hours 3.00
Workload: Part Time
Workload Type Contact Type Workload Description Frequency Average Weekly Learner Workload Hours
Lecture Contact No Description Every Week 2.00 2
Independent & Directed Learning (Non-contact) Non Contact No Description Every Week 5.00 5
Total Hours 7.00
Total Weekly Learner Workload 7.00
Total Weekly Contact Hours 2.00
 
Module Resources
Recommended Book Resources
  • Grainne Callanan. (2015), An Introduction to Irish Company Law, 4th. Gill and McMillan, Dublin, [ISBN: 978 071715845].
  • Anthony Thuillier. (2015), Company Law in Ireland, 2nd. Clarus Press, Dublin, [ISBN: 9781905536757].
Supplementary Book Resources
  • Nessa Cahill. (2008), Company Law Compliance and Enforcement, 1st. Bloomsbury Professional, Dublin, [ISBN: 978 1 84592 105 7].
  • Dr Thomas Courtney. (2012), Law of Private Companies, 2nd. Bloomsbury Professional, [ISBN: 9781847669513].
  • Brian Hutchinson. (2016), Kean on Company Law, 5th. Bloomsbury Professional, Dublin, [ISBN: 9781780435428].
This module does not have any article/paper resources
Other Resources
 
Module Delivered in
Programme Code Programme Semester Delivery
CR_BACCT_8 Bachelor of Business (Honours) in Accounting 8 Group Elective 1