Modern Irish Company Law

The Contractual Relationships in Company Law
•Company Law Origins and Overview
•Company Law Objectives - Protection of Investors and Creditors

Fundamental Principles of Company Law
•The concept of Corporate Personality
•Limited Liability and the Consequences of Incorporation
•Ascribing Criminal Liability to Companies
•Lifting the Veil of Incorporation which Protects Investors

Company Registration and Early Corporate Transactions
•The Company Name
•Choice of Company Type and Registration Procedures
•Promoters and Pre-incorporation Contracts
•Protection for Initial Investors in Public Companies
•Commencement of Business by Public and non-Irish Companies

The Company's Constitutional Documentation and the nature of Investors' Legal interest in it
•The Memorandum and the Articles of Association
•The Nature of Investors' Legal Interests
•Members' Express Contract Terms

The Articles of Association and Corporate Governance
•Appointment of Directors and Company Meetings
•Majority Control and the Protection of Minority Investors
•Members' Remedies for Infringements of their Rights

The Articles of Association, Share Capital and Class Rights
•Capital, Shares and ‘Class Rights'
•Protection of a Company's Capital Base for Creditors (and Investors)

Shareholders' Individual Rights and Responsibilities
•The Member's Section 25 Contract
•Dividends and Calls on Shares
•Disclosure and Transfers of Shareholders' Interests

The Articles of Association and Company Management
•The Role of the Directors as Managing Agents
•Limitations on Directors' Powers of Management

Directors' Common Law and Statutory Duties
•Directors' Specific Fiduciary Duties
•Directors' Duties of Care and Skill
•Statutory Strengthening of Directors' Duties

Legal Liabilities of Company Directors and Officers
•Tortious Liability of Company Directors
•Civil Remedies against Directors
•Restriction and Disqualification of Directors
•Criminal Liability of Directors and Officers

Monitoring the Directors' Stewardship of the Company
•Financial Records, Accounts and Reports
•Registered Office, Statutory Registers, Books and the Annual Return
•The Auditor's Role and Responsibility
•Investigations into a Company's Affairs and Ownership

Company Contracts and the Memorandum of Association
•A Company's Contractual Capacity and the Ultra Vires Doctrine

Company Contracts and the Articles of Association
•Company Contracts and the Authority of its Human Agents
•Trends in Judicial Protection for Creditors against Ultra Vires Actions by Directors

Creditors' Rights against the Company and its officers
•Company Creditors and Charges
•Ineffective Charges and Dispositions of Company Assets
•Debentures, Registration and Priority of Charges
•Creditors' Remedies against the Company - Consequences of Receivership
•The Receiver's Rights and Duties - Premature Ending of his Powers
•Unsatisfied Creditor's Remedies against the Insolvent Company's Members and Officers

Protection Available to a Company against its Creditors
•Examinership and its Effects on Creditors' Rights
•The Examiner's Report and the Future of the Company

Financial Arrangements and Restructuring; Change(s) in Company Ownership
•Financial Arrangements between the Company, its Creditors and Members
•Company Takeovers and Mergers

The Winding-Up of Companies
•Initiation of Winding-up Procedure by Creditors, Members and Others
•The Official Liquidator's Role
•Members' Voluntary Liquidation Procedures
•Creditors' Voluntary Winding-up Procedures

Improving Company Law Compliance and Enforcement
•Striking off, Dissolution and Restoration of Companies
•Corporate Governance and the Company Law Review Group
•The Director of Corporate Enforcement