Registry

Module Specifications

Current Academic Year 2012 - 2013
Please note that this information is subject to change.

Module Title	Company Law 1
Module Code	LG235
School	School of Law & Government
Online Module Resources
Module Co-ordinator	Semester 1: Cliodhna Murphy Semester 2: Cliodhna Murphy Autumn: Cliodhna Murphy
Module Teacher	Cliodhna Murphy
NFQ level	8	Credit Rating	5
Pre-requisite	None
Co-requisite	None
Compatibles	None
Incompatibles	None

Description

This module will consider the legal basis for the formation and governance of companies under Irish law. The first half of the module will consider the nature and consequences of incorporation and the management of the company’s affairs by the directors. The second half of the module will focus on corporate governance issues including directors’ duties, the role of the auditor and the mechanisms through which shareholders can assert and defend their rights.

Learning Outcomes

1. Identify the processes by which a business can be incorporated in Ireland and enumerate the legal consequences which flow from incorporation.
2. Identify the powers, duties and responsibilities attaching to directorships and apply this knowledge in order to provide appropriate solutions and advice to common problems.
3. Delineate the role and function of the auditor and explain the difficulties associated with auditors’ liabilities
4. Evaluate the economic and social justifications for the recognition of the corporate form.

Workload	Full-time hours per semester
*Type*	*Hours*	*Description*
Lecture	24	No Description
Tutorial	3	No Description
Independent learning	98	No Description
Total Workload: 125

All module information is indicative and subject to change. For further information,students are advised to refer to the University's Marks and Standards and Programme Specific Regulations at: http://www.dcu.ie/registry/examinations/index.shtml

Indicative Content and Learning Activities

Introduction to the legal theory of the corporation.
Incorporation under the Companies Acts 1963-2009.

Separate legal personality, the rule in Salomon’s Case and the consequences of incorporation.
The constitution of the private company.

Corporate capacity and transactions by corporate agents.
Management by the directors and Model Regulation 40.

The common law, fiduciary and statutory duties of directors.
Shareholders’ remedies, the rule in Foss v Harbottle and the statutory remedies for oppression.

Accounting and audit requirements, the position, powers and function of the auditors, liability of the auditor to the company and to third parties.

Assessment Breakdown
Continuous Assessment	0%	Examination Weight	100%

Course Work Breakdown
Type	Description	% of total	Assessment Date

Reassessment Requirement
Resit arrangements are explained by the following categories; 1 = A resit is available for all components of the module 2 = No resit is available for 100% continuous assessment module 3 = No resit is available for the continuous assessment component
This module is category 1

Indicative Reading List

T Courtney: 2002, Law of Private Companies, Bloomsbury Professional, 18547523679
Thomas Courtney (Editor), Lyndon Maccann (Editor): 0, Companies Acts 1963-2006, Bloomsbury Professional, 978 1 84766 481 5
Ronan Keane: 0, Company Law, 4th, Bloomsbury Professional, 978 1 84592 298 6
Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry B. Hansmann, Gérard Hertig, Klaus J. Hopt, Hideki Kanda, Edward B. Rock,: 0, The Anatomy of Corporate Law, 2nd, OUP, 978-0199565849
Deidre Ahern: 2009, Directors' Duties: Law and Practice, Roundhall, 9781858005416
Paul L. Davies with contributions from Sarah Worthington and Eva Micheler: 2008, Gower and Davies' principles of modern company law, 7th, Sweet and Maxwell, London, 9780421949003
Brenda Hannigan,: 0, Company Law, 2nd, OUP, 978-0199286386
Derek French, Stephen Mayson, Christopher Ryan,: 0, Mayson, French and Ryan on Company Law, 27th, OUP, 978-0199582037