Modern Irish Company Law

Overview

Modern Irish Company Law is the most up-to-date guide available to cover all aspects of contemporary Irish company law. Written from a practical business perspective, it offers a clear and authoritative explanation of the complexities in the law governing companies in Ireland. The new edition has been updated to tackle recent developments in company law in Ireland. In particular, the Company Law Enforcement Act 2001 and the creation of the office of Director of Corporate Enforcement represent the most radical ...
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Overview

Modern Irish Company Law is the most up-to-date guide available to cover all aspects of contemporary Irish company law. Written from a practical business perspective, it offers a clear and authoritative explanation of the complexities in the law governing companies in Ireland. The new edition has been updated to tackle recent developments in company law in Ireland. In particular, the Company Law Enforcement Act 2001 and the creation of the office of Director of Corporate Enforcement represent the most radical action ever taken by any Irish government to reform company law enforcement.
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Product Details

  • ISBN-13: 9780853087052
  • Publisher: Jordan Publishing, Limited
  • Publication date: 12/1/2001
  • Edition number: 2
  • Pages: 710
  • Product dimensions: 6.14 (w) x 9.69 (h) x 1.57 (d)

Table of Contents

Preface
Table of Cases
Table of Statutes
Table of Foreign Statutes
Table of Statutory Instruments
Table of EU Legislation
Table of Other Materials
Table of Abbreviations
Introduction
Pt. I The Contractual Relationships in Company Law 1
Ch. 1 Company Law Origins and Overview 3
Ch. 2 Company Law Objectives - Protection of Investors and Creditors 17
Pt. II Fundamental Principles of Company Law 27
Ch. 3 The Concept of Corporate Personality 29
Ch. 4 Limited Liability and the Consequences of Incorporation 35
Ch. 5 Ascribing Criminal Liability to Companies 45
Ch. 6 Lifting the Veil of Incorporation which Protects Investors 55
Pt. III Company Registration and Early Corporate Transactions 75
Ch. 7 The Company Name 77
Ch. 8 Choice of Company Type and Registration Procedures 87
Ch. 9 Promoters and Pre-incorporation Contracts 99
Ch. 10 Protection for Initial Investors in Public Companies 107
Ch. 11 Commencement of Business by Public and non-Irish Companies 129
Pt. IVA The Company's Constitutional Documentation and the Nature of Investors' Legal Interest in it 133
Ch. 12 The Memorandum and the Articles of Association 135
Ch. 13 The Nature of Investors' Legal Interests 143
Ch. 14 Members' Express Contract Terms 151
Pt. IVB The Articles of Association and Corporate Governance 161
Ch. 15 Appointment of Directors and Company Meetings 163
Ch. 16 Majority Control and the Protection of Minority Investors 185
Ch. 17 Members' Remedies for Infringements of their Rights 199
Pt. IVC The Articles of Association, Share Capital and Class Rights 205
Ch. 18 Capital, Shares and 'Class Rights' 207
Ch. 19 Protection of a Company's Capital Base for Creditors (and Investors) 219
Pt. IVD Shareholders' Individual Rights and Responsibilities 239
Ch. 20 The Member's Section 25 Contract 241
Ch. 21 Dividends and Calls on Shares 257
Ch. 22 Disclosure and Transfers of Shareholders' Interests 263
Pt. IVE The Articles of Association and Company Management 281
Ch. 23 The Role of the Directors as Managing Agents 283
Ch. 24 Limitations on Directors' Powers of Management 291
Pt. VA Directors' Common Law and Statutory Duties 299
Ch. 25 Directors' Specific Fiduciary Duties 301
Ch. 26 Directors' Duties of Care and Skill 311
Ch. 27 Statutory Strengthening of Directors' Duties 321
Pt. VB Legal Liabilities of Company Directors and Officers 337
Ch. 28 Tortious Liability of Company Directors 339
Ch. 29 Civil Remedies against Directors 355
Ch. 30 Restriction and Disqualification of Directors 365
Ch. 31 Criminal Liabilities of Directors and Officers 377
Pt. VI Monitoring the Directors' Stewardship of the Company 385
Ch. 32 Financial Records, Accounts and Reports 387
Ch. 33 Registered Office, Statutory Registers, Books and the Annual Return 407
Ch. 34 The Auditor's Role and Responsibility 417
Ch. 35 Investigations into a Company's Affairs and Ownership 435
Pt. VIIA Company Contracts and the Memorandum of Association 451
Ch. 36 A Company's Contractual Capacity and the Ultra Vires Doctrine 453
Pt. VIIB Company Contracts and the Articles of Association 467
Ch. 37 Company Contracts and the Authority of its Human Agents 469
Ch. 38 Trends in Judicial Protection for Creditors against Ultra Vires Actions by Directors 479
Pt. VIII Creditors' Rights Against the Company and its Officers 491
Ch. 39 Company Creditors and Charges 493
Ch. 40 Ineffective Charges and Dispositions of Company Assets 503
Ch. 41 Debentures, Registration and Priority of Charges 511
Ch. 42 Creditors' Remedies against the Company - Consequences of Receivership 525
Ch. 43 The Receiver's Rights and Duties - Premature Ending of his Powers 535
Ch. 44 Unsatisfied Creditors' Remedies against the Insolvent Company's Members and Officers 543
Pt. IX Protection Available to a Company Against its Creditors 547
Ch. 45 Examinership and its Effects on Creditors' Rights 549
Ch. 46 The Examiner's Report and the Future of the Company 565
Pt. XA Financial Arrangements and Restructuring; Change(s) in Company Ownership 571
Ch. 47 Financial Arrangements between the Company, its Creditors and Members 573
Ch. 48 Company Takeovers and Mergers 581
Pt. XB The Winding-Up of Companies 597
Ch. 49 Initiation of Winding-up Procedure by Creditors, Members and Others 599
Ch. 50 The Official Liquidator's Role 611
Ch. 51 Members' Voluntary Liquidation Procedures 631
Ch. 52 Creditors' Voluntary Winding-up Procedures 635
Pt. XI Improving Company Law Compliance and Enforcement 639
Ch. 53 Striking off, Dissolution and Restoration of Companies 641
Ch. 54 Corporate Governance and the Company Law Review Group 647
Ch. 55 The Director of Corporate Enforcement 655
Index 663
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