Topic 1 - Slide Intro to Company Law (edited)

Introduction to LW263 Company Law

  • Course Information: This course is titled LW263 Company Law and is accredited with 10 credits. It runs during Semester 1 and is conducted by lecturer Dr. Sahara Nankan, who can be contacted at sahara.nankan@mu.ie. The tutor for the course is Kim McLoughlin (kim.mcloughlin@mu.ie).

  • Institution: Offered at Ollscoil Mhá Nuad Maynooth University, Department Name of Ireland, Maynooth.

Course Structure

Timetable

  • Classes are scheduled for:

    • Tuesdays: 9:00-10:00 AM and 1:00-2:00 PM at TSI Building, LT3 (on-campus)

    • Fridays: 1:00-2:00 PM (online)

    • 3 additional tutorials online (details TBA)

Assessment Criteria

  • The overall assessment for this module consists of:

    • 70% from a university-scheduled examination at the end of Semester 1 (January 2025)

    • 30% from an assignment during Semester 1.

Recommended Reading List

  • Essential readings include:

    • Brian Hutchinson, ‘Keane on Company Law’ (5th edn Bloomsbury 2016) - available online through the Maynooth Library.

    • Thomas B Courtney, ‘The Law of Companies’ (4th edn Bloomsbury 2016)

    • Anthony Thullier, ‘Company Law in Ireland’ (2nd edn Clarus Press 2015)

    • Additional materials provided through Moodle.

Learning Outcomes

By the end of this module, students should be able to:

  1. Exhibit comprehensive knowledge of the laws regulating company operation, governance, and dissolution, demonstrating an ability to construct and dissect legal arguments.

  2. Understand and explain principal legal rules affecting companies and their implications for directors, shareholders, and creditors across varying circumstances.

  3. Analyze the applicability of the Companies Act 2014 (as amended) to specific factual scenarios, applying relevant sections of legislation to predict judicial outcomes.

  4. Interpret scenarios through statutory principles and case law, summarizing legal issues to ascertain the legal position.

  5. Critically evaluate aspects of company law, analyzing its effectiveness and fairness.

Core Topics Covered

Life Cycle of Companies

  • Intro and Incorporation: Establishing legally recognized entities and their separate legal personality.

  • Corporate Capacity & Authority: Understanding the powers of companies and decision-making authorities.

  • Corporate Governance: Examining structures in place that regulate management and operations within companies.

  • Directors Duties: Responsibilities of directors toward the company and its stakeholders.

  • Corporate Borrowing: How companies manage and obtain funds through loans.

  • Corporate Inspections: Mechanisms for overseeing operations to ensure compliance and integrity.

  • Corporate Insolvency and Rescue: Understanding procedures and protections in cases of financial distress.

Historical Development of Company Law

Evolution of Companies

  • The term 'Company' originates from medieval Latin usage indicating a group of individuals linked together, evolving into a legal business entity with limited liability.

  • The Companies Act 2014 governs modern company operations, requiring registration for entities exceeding 20 members.

Key Historical Acts

  • Joint Stock Companies Act 1844: Established the framework for shared ownership in companies, leading to modern corporate structures.

  • Limited Liability Act 1855: Introduced limited liability to investors, revolutionizing business risk and capital investment.

  • Companies Act 1963: Marked significant legislation in the Republic of Ireland, providing comprehensive regulations for company operations.

Characteristics of Companies

  • Distinction between private and public companies: Private companies (limited to 50 members) and public companies (unlimited membership), with various requirements such as filing accounts and governance regulations.

Sources of Irish Company Law

  1. Legislation: Primarily the Companies Act 2014 which replaced earlier Acts from 1963 to 2013.

  2. Case Law: Playing a vital role in applying company law to specific judicial situations, thereby addressing any gaps in the legislative framework.

  3. EU Law: Influences and directives impacting the evolution of company law in Irish legal context, notably highlighted in the 2012 Action Plan for future development.