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9781780435428 English 1780435428 Keane on Company Law, 5th edition (previous edition: Company Law by Justice Ronan Keane) covers the Companies Bill 2012 (due to be enacted in 2015) and is essential reading for students, solicitors and barristers alike.The new legislation introduces a new company law code. Under the proposed new legislation, the default company type - the new private company limited by shares (cls) will be created. Such a company will only be required to have a minimum of one director, as opposed to two under the current law. This makes it easier for an entrepreneur to use a company to start a business on his or her own. The complex legal doctrine of ultra vires, which has applied to all companies up to now, will not apply to the new cls. Neither will a cls be required to draft a long document containing its Articles of Association - these will now be included in the Bill by default, and consequently the current requirement for lengthy, complex documents at the time of incorporation of a new company can be replaced by a single-document under the proposed new law. The cls will also be permitted to hold its AGM by written procedure, rather than being compelled to gather all of the members in the same room at the same time once a year. The Bill also introduces the new concept of the Summary Approval Procedure, which will allow companies to undertake certain transactions which previously were either prohibited or required Court approval, by the new method of a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use.All these changes to Irish company legislation are covered in a practical and user-friendly structure.Contents includes:Part I: Introduction: Companies and Other Forms of Business Organisations; The Development of Company Law in Ireland; Irish Company Law and European Community Law;Part II: Formation of a Company: How a Company is Formed; The Memorandum of Association; The Articles of Association; The Promoters; Flotation of a Company; Application for and Allotment of Shares; Commencement of Business;Part III: Corporate Personality of the Company: Separate Legal Personality of the Company; Contracts; Civil and Criminal Litigation;Part IV: The Capital of the Company: Types of Capital; The Maintenance of Capital; Alteration (Including Reduction) of Capital; Shares; Transfer and Transmission of Shares;Part V: Borrowing by the Company: Borrowing Powers of Companies; Debentures and Floating Charges; Registration of Charges; Receivers;Part VI: Membership of the Company: Membership in General; Disclosure of Interests in Shares; Meetings; Majority and Minority Rights;Part VII: Administration of the Company: The Directors; The Secretary; The Annual Return and Striking Off of Companies; Accounts and Audit; Dividends and Distribution of Profits; Mergers, Arrangements, Reconstructions and Take-overs; Fraudulent and Reckless Trading; Market Abuse: Insider Dealing and Market Manipulation; Investigation of a Company's Affairs;Part VIII: Winding up of Companies and Protection Orders: Winding up by the Court; Protection Orders; Voluntary Winding up.Previous print edition ISBN: 9781845922986, Keane on Company Law, Fifth Edition (previous edition: Company Law by Justice Ronan Keane) covers the Companies Act 2014 and is essential reading for students, solicitors and barristers alike.The new legislation introduces a new company law code. Under the proposed new legislation, the default company type - the new private company limited by shares (cls) will be created. Such a company will only be required to have a minimum of one director, as opposed to two under the current law. This makes it easier for an entrepreneur to use a company to start a business on his or her own. The complex legal doctrine of ultra vires, which has applied to all companies up to now, will not apply to the new cls. Neither will a cls be required to draft a long document containing its Articles of Association - these will now be included in the Act by default, and consequently the current requirement for lengthy, complex documents at the time of incorporation of a new company can be replaced by a single-document under the proposed new law. The cls will also be permitted to hold its AGM by written procedure, rather than being compelled to gather all of the members in the same room at the same time once a year. The Act also introduces the new concept of the Summary Approval Procedure, which will allow companies to undertake certain transactions which previously were either prohibited or required Court approval, by the new method of a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use.All these changes to Irish company legislation are covered in a practical and user-friendly structure.Previous print edition ISBN: 9781845922986, Keane on Company Law, Fifth Edition (previously: Company Law by Justice Ronan Keane) covers the Companies Act 2014 and is essential reading for students, solicitors and barristers alike.This latest edition of Judge Keane's highly regarded text on Irish company law is substantially revised and updated to cover the Companies Act 2014, as amended up to October 2016, and also covers the many developments in the case-law since the fourth edition was published in 2006.Hardly any aspect of company law is left untouched in some way by the 2014 Act. The Act not only repeals the prior Companies Acts and replaces them with a consolidated code, but also introduces many innovations designed to make companies more accessible to those doing business, and to streamline corporate compliance and procedures. The Act creates two new forms of private company: the private company limited by shares (LTD), which enjoys concessions not previously available to private companies, and the designated activity company (DAC) which more closely resembles to private company known under the former legislation. It also overhauls the requirements relating to other forms of company, namely PLCs, guarantee companies (CLGs) and unlimited companies, while also clarifying and extending the obligations of external companies which operate in Ireland. Among the key changes are the effective abolition of the ultra vires rule, which has applied to all companies up to now, and changes in the requirements relating to the constitutions of companies. The Act also changes the rules regarding company capital, and makes significant changes to the law concerning: the registration of company charges; the conduct of windings up; the passing of written resolutions; and the approval of certain transactions which previously were either prohibited or required Court approval, by a new Summary Approval Procedure involving a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use. The Act also codifies the previously common-law fiduciary duties of directors, and substantially modifies the regime regarding disclosure and approval of transactions involving directors. The Act also introduces new procedures whereby Irish companies can be merged or divided. Recent amendments to the Act have added further requirements regarding statutory audit and auditors; and impending changes (addressed in this edition) will alter the regime governing annual financial statements and impose filing requirements on unlimited companies.Meanwhile the courts have been busy, particularly in the areas of restriction and disqualification of directors, and examinership, but also notably in the areas of company charges, reservation of title, financial assistance in the purchase of shares, to mention but a few.All these changes to Irish company legislation are covered in this new edition which continues in the accessible and user-friendly but authoritative style for which previous editions have made the work a renowned standard.Previous print edition ISBN: 9781845922986
9781780435428 English 1780435428 Keane on Company Law, 5th edition (previous edition: Company Law by Justice Ronan Keane) covers the Companies Bill 2012 (due to be enacted in 2015) and is essential reading for students, solicitors and barristers alike.The new legislation introduces a new company law code. Under the proposed new legislation, the default company type - the new private company limited by shares (cls) will be created. Such a company will only be required to have a minimum of one director, as opposed to two under the current law. This makes it easier for an entrepreneur to use a company to start a business on his or her own. The complex legal doctrine of ultra vires, which has applied to all companies up to now, will not apply to the new cls. Neither will a cls be required to draft a long document containing its Articles of Association - these will now be included in the Bill by default, and consequently the current requirement for lengthy, complex documents at the time of incorporation of a new company can be replaced by a single-document under the proposed new law. The cls will also be permitted to hold its AGM by written procedure, rather than being compelled to gather all of the members in the same room at the same time once a year. The Bill also introduces the new concept of the Summary Approval Procedure, which will allow companies to undertake certain transactions which previously were either prohibited or required Court approval, by the new method of a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use.All these changes to Irish company legislation are covered in a practical and user-friendly structure.Contents includes:Part I: Introduction: Companies and Other Forms of Business Organisations; The Development of Company Law in Ireland; Irish Company Law and European Community Law;Part II: Formation of a Company: How a Company is Formed; The Memorandum of Association; The Articles of Association; The Promoters; Flotation of a Company; Application for and Allotment of Shares; Commencement of Business;Part III: Corporate Personality of the Company: Separate Legal Personality of the Company; Contracts; Civil and Criminal Litigation;Part IV: The Capital of the Company: Types of Capital; The Maintenance of Capital; Alteration (Including Reduction) of Capital; Shares; Transfer and Transmission of Shares;Part V: Borrowing by the Company: Borrowing Powers of Companies; Debentures and Floating Charges; Registration of Charges; Receivers;Part VI: Membership of the Company: Membership in General; Disclosure of Interests in Shares; Meetings; Majority and Minority Rights;Part VII: Administration of the Company: The Directors; The Secretary; The Annual Return and Striking Off of Companies; Accounts and Audit; Dividends and Distribution of Profits; Mergers, Arrangements, Reconstructions and Take-overs; Fraudulent and Reckless Trading; Market Abuse: Insider Dealing and Market Manipulation; Investigation of a Company's Affairs;Part VIII: Winding up of Companies and Protection Orders: Winding up by the Court; Protection Orders; Voluntary Winding up.Previous print edition ISBN: 9781845922986, Keane on Company Law, Fifth Edition (previous edition: Company Law by Justice Ronan Keane) covers the Companies Act 2014 and is essential reading for students, solicitors and barristers alike.The new legislation introduces a new company law code. Under the proposed new legislation, the default company type - the new private company limited by shares (cls) will be created. Such a company will only be required to have a minimum of one director, as opposed to two under the current law. This makes it easier for an entrepreneur to use a company to start a business on his or her own. The complex legal doctrine of ultra vires, which has applied to all companies up to now, will not apply to the new cls. Neither will a cls be required to draft a long document containing its Articles of Association - these will now be included in the Act by default, and consequently the current requirement for lengthy, complex documents at the time of incorporation of a new company can be replaced by a single-document under the proposed new law. The cls will also be permitted to hold its AGM by written procedure, rather than being compelled to gather all of the members in the same room at the same time once a year. The Act also introduces the new concept of the Summary Approval Procedure, which will allow companies to undertake certain transactions which previously were either prohibited or required Court approval, by the new method of a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use.All these changes to Irish company legislation are covered in a practical and user-friendly structure.Previous print edition ISBN: 9781845922986, Keane on Company Law, Fifth Edition (previously: Company Law by Justice Ronan Keane) covers the Companies Act 2014 and is essential reading for students, solicitors and barristers alike.This latest edition of Judge Keane's highly regarded text on Irish company law is substantially revised and updated to cover the Companies Act 2014, as amended up to October 2016, and also covers the many developments in the case-law since the fourth edition was published in 2006.Hardly any aspect of company law is left untouched in some way by the 2014 Act. The Act not only repeals the prior Companies Acts and replaces them with a consolidated code, but also introduces many innovations designed to make companies more accessible to those doing business, and to streamline corporate compliance and procedures. The Act creates two new forms of private company: the private company limited by shares (LTD), which enjoys concessions not previously available to private companies, and the designated activity company (DAC) which more closely resembles to private company known under the former legislation. It also overhauls the requirements relating to other forms of company, namely PLCs, guarantee companies (CLGs) and unlimited companies, while also clarifying and extending the obligations of external companies which operate in Ireland. Among the key changes are the effective abolition of the ultra vires rule, which has applied to all companies up to now, and changes in the requirements relating to the constitutions of companies. The Act also changes the rules regarding company capital, and makes significant changes to the law concerning: the registration of company charges; the conduct of windings up; the passing of written resolutions; and the approval of certain transactions which previously were either prohibited or required Court approval, by a new Summary Approval Procedure involving a special resolution combined with an appropriate declaration by the directors, subject to safeguards to prevent improper use. The Act also codifies the previously common-law fiduciary duties of directors, and substantially modifies the regime regarding disclosure and approval of transactions involving directors. The Act also introduces new procedures whereby Irish companies can be merged or divided. Recent amendments to the Act have added further requirements regarding statutory audit and auditors; and impending changes (addressed in this edition) will alter the regime governing annual financial statements and impose filing requirements on unlimited companies.Meanwhile the courts have been busy, particularly in the areas of restriction and disqualification of directors, and examinership, but also notably in the areas of company charges, reservation of title, financial assistance in the purchase of shares, to mention but a few.All these changes to Irish company legislation are covered in this new edition which continues in the accessible and user-friendly but authoritative style for which previous editions have made the work a renowned standard.Previous print edition ISBN: 9781845922986