The aims of this module are to provide a knowledge and understanding of company law for an accountant in business. This knowledge and understanding will enable the student to liaise effectively with legal advisers, limit the legal exposure of the business and conduct business through and with companies. As law is an ongoing and dynamic subject the syllabus content will be expanded or modified, as the case may be, to reflect developments in the law set out in this Module.
Company Administration
Appointment and removal of directors. Directors' duties. Authority of directors, registered person and secretary to bind the company. Appointment, removal and duties of company secretary. Transactions between directors and the company. Restriction and disqualification orders. Shareholders’ and directors’ meetings and resolutions. The Rule in Foss v Harbottle. Minority rights. Director of Corporate Enforcement.
Share Capital
Types of shares. Remedies for misstatements in prospectuses. Transfer and transmission of shares. Issue of shares, including at a discount and premium. Rights issue and bonus issue. Mortgages, liens and forfeiture of shares. Capital maintenance: reduction of capital, financial assistance for purchase of own shares, purchase of own shares. Alterations to capital. Variation of class rights. Shareholder agreements. Dividends. Market Abuse. Role of the Irish Stock Exchange.
Auditors and Financial Statements
Rights, duties and liability of Auditors. Appointment, removal and resignation of auditor. Directors' and Auditor's report. Requirement to prepare financial statements and keep accounting records.
Company Borrowing
Debentures. Fixed and floating charges. Registration and priority of charges. Appointment of receiver and its effect. Powers and duties of receiver.
Company Investigations and Court Protection
Types of investigation. Appointment, powers and duties of examiner. Court protection. Examination process. Scheme of arrangement and approval. Examiner's remuneration, costs and expenses.
Company Liquidation
Voluntary and court liquidation. Liquidator’s appointment, powers and duties. Effect of liquidation. Order of application of assets. Fraudulent and reckless trading. Unfair preference.
| Module Content & Assessment | |
|---|---|
| Assessment Breakdown | % |
| Other Assessment(s) | 30 |
| Formal Examination | 70 |