Company Law Principles I

• Incorporation
• Corporate Capacity & Authority
• Separate Legal Personality

Aim

The aim of this lecture is to provide learners with an understanding of the legal issues that face a business when deciding whether to incorporate as a company. It will look at practical issues such as the circumstances in which the court can look behind the legal personality of a company to fix

liability on those operating the company; what happens when a director purports to conclude a contract on behalf of his company when he does not have the authority to do so and the consequences of incorporating a company.

Learning Outcomes:

After completion of this lecture learners will be able to:

1. Discuss the benefits and disadvantages of incorporation.
2. Explore the issues surrounding whether a company has the capacity to enter into a contract and whether the company will be bound by a contract that an individual who lacks the required authority has entered into on its behalf.
3. Understand the concept of separate legal personality and the circumstances where the courts will look behind the separate legal personality to fix a director with liability.

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded

Company Law Principles II

• Shares
• Distributions
• Shareholder Meetings

Aim

The aim of this lecture is to provide learners with an understanding of the legal principles around share capital and shareholders. It will focus on practical issues such as where the directors wish to increase or decrease the authorised share capital; the rules regarding the transfer of shares; the rights of shareholders; whether a company should pay a dividend in a particular year; the implications where a minority shareholder feels oppressed; and the various ways in which shareholders can take decisions.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Explain the procedure around a company’s share capital and the rights and duties of shareholders.
2. Assess the proper procedure for the transfer of shares including the restrictions which apply.
3. Differentiate between the various ways in which shareholders can sanction a course of action by the company.

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded

Company Law Principles III

• Duties of Directors
• Liability of Directors
• Insolvent Company

Aim

The aim of this lecture is to provide learners with an understanding of the legal principles around the duties of directors and their liability if the company is/is at risk of being insolvent. It will focus on practical issues such as the various types of directors and the duties of each to the company, to shareholders and to creditors;  the duty of a liquidator to report to the Director of Corporate Enforcement on what led to the insolvency and whether any of the directors were, to some or any extent to blame; restricted activity in relation to the assets of a company immediately prior to liquidation and the circumstances where personal liability can be imposed on directors.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Explain the duties on the directors and in particular the nature of their power to manage the company without interference form shareholders and creditors.
2. Assess how to avoid being the subject of restriction or disqualification proceedings should the company end up being wound up.
3. Discuss the position in relation to paying off a creditor in preference to other creditors or improperly disposing of company assets where the company is being wound up.
4. Analyse the procedures they should follow to liability for fraudulent or reckless trading.

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded

Company Law Principles IV

• Corporate Borrowing
• Corporate Insolvency- Receivership, Examinership and Liquidation
• Corporate Regulatory Bodies

Aim

The aim of this lecture is to provide learners with an understanding of the legal principles relating to security for corporate borrowings and the procedures that apply depending on the nature of the charge created. It will focus on issues such as registration of charges; the difference between a fixed and a floating charge, book debts and retention of title clauses and the role of the corporate regulatory bodies such as the Office of the Director of Corporate Enforcement (ODCE); Company Registration Office (CRO). It will also examine the various options available to an ailing company through receivership, examinership and liquidation.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Explain the registration process for charges including the priority rules that apply.
2. Compare and contrast a fixed and a floating charge, including in relation to book debts.
3. Assess the nature of retention of title clauses and the obligations to register some such clauses.
4. Explore the various options for a company that encounters trading difficulties where its solvency is at stake.
5. Discuss the role of the Office of Corporate Enforcement and the Companies Registration Office in ensuring compliance with company law and the protection of the public.

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Accounting for Non-Accountants 

Aim

The aim of this lecture is to provide learners with an understanding of the very basics of financial accounting including developing an appreciation of the language of accountants and the ability to interpret the meaning in financial statements. It will look at practical issues such as writing up accounting records; learning how to calculate some basic financial accounting ratios with an appreciation of what they indicate about the performance of a business.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Perform basic bookkeeping and accounting procedures
2. Appreciate the purpose of bookkeeping and accounting in business.
3. Record, analyse and interpret business transactions
4. Perform basic interpretation and analysis of the financial position and operating results of the business based on the financial statements produced
5. Differentiate between trading as a sole trader v limited liability company

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Key Taxation Issues I

• Corporation Tax
• VAT

Aim

In this lecture learners will learn about Corporation Tax and Value Added Tax (VAT). An appreciation of the obligations on the company and the directors to ensure that Corporation Tax and VAT are correctly calculated, and appropriate returns are made in a timely manner to the Revenue Commissioners.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Analyse how PAYE and Corporation Tax is calculated
2. Discuss Corporation Tax payment and filing obligations of the business
3. Examine what a Close Company is and what are its obligations
4. Identify the basic VAT obligations on individuals and companies

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded

Key Taxation Issues II

• Income Tax

Aim

The aim of this lecture is to provide learners with an understanding of income tax including PAYE, PRSI and USC. It will look at practical issues such as the obligations under PAYE Modernisation on becoming an employer.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Calculate Income tax obligations
2. Understand PAYE Modernisation
3. Appreciate the tax implications of having a pension and the limits that individuals can pay into a pension fund
4. Distinguish between payments to employees that are tax deductible and those which are subject to benefit in kind (BIK)

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded

Employment Law Issues I

Aim

In this lecture we examine the nature and content of contracts of employment and the importance of employment status. Whether a worker is an ‘employee’ or an ‘independent contractor’ is decisive in determining the worker’s rights and the obligations of the employer towards them. We will examine the various tests developed for establishing employment status. We will also analyse the standard express and implied terms of a contract of employment and the enforceability of restraint trade clauses. The impact of the Employment (Miscellaneous Provisions) Act 2018 in this regard will also be examined.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Identify and apply the various tests for employment status
2. Identify and discuss the standard express and implied terms of a contract of employment
3. Discuss the impact of the Employment (Miscellaneous Provisions) Act 2018
4. Analyse the validity of restraint of trade clauses

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Employment Law Issues II

Aim

In this lecture we will consider the law on the termination of a contract of employment. The focus will be on an employee’s notice entitlements; the action for wrongful dismissal and unfair dismissal. We will also examine the appropriate disciplinary procedures which an employer should implement. Finally, the remedies available for wrongful termination of employment will be examined as well as an employee’s entitlement to redundancy payments.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Discuss the contractual and statutory notice requirements for terminating a contract of employment
2. Distinguish between the various forms of dismissal both under statute and at common law
3. Identify and apply appropriate workplace disciplinary procedures
4. Examine the remedies available to the employee for dismissal including redundancy

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Key Principles of Data Protection Law

Aim

In this lecture we will examine the nature and extent of the obligations of an employer/business when collecting personal data. Following the transposition of the General Data Protection Regulation 2018 into Irish law, the rights of individuals as regards their personal data have been enhanced and the obligations on data controllers (such as businesses/employers) have become more stringent. This lecture will examine the impact of the Data Protection Acts 1988-2018 on Irish law in this regard.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Identify and discuss the concept of ‘personal data’ and ‘data controller’
2. Examine the rights of individuals as regards their personal data
3. Discuss the key 7 principles relating to the processing of personal data
4. Identify the policies and procedures which should be in place in order to safeguard personal data

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Key Principles of the Law of Contract

Aim

In this lecture we will consider the foundational aspects of the law of contract. These principles guide every aspect of business and a familiarity with key principles is essential. In particular, we will examine the essential elements for the formation of a contract, distinguish between express and implied terms of a contract, consumer protection issues, termination and remedies.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Identify and discuss the key elements in the formation of a contract
2. Examine the terms of a contract including express and implied terms
3. Analyse key consumer protection issues
4. Discuss methods by which a contract may be terminated and identify available remedies

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.

Key Principles of EU Law

Aim

The aim of this lecture is to provide learners with an understanding of the main EU legal principles relevant to the SME sector. The focus will be on the sources and direct effect of EU law; the right to free movement of workers, services, establishment and capital and payments and an overview of EU competition law and the Irish Competition and Consumer Protection Commission.

Learning Outcomes

After completion of this lecture learners will be able to:

1. Assess the sources and legally binding nature of EU law.
2. Explain the Free Movement rules around Workers including Third Country Nationals, Services, Establishment, Capital and Payments.
3. Discuss competition law principles and how to avoid commercial practices that could constitute the abuse of a dominant position or an anti-competitive agreement or a breach of the State Aid rules.

Delivery: 3-hour lecture delivered live in-class, streamed live online, and recorded.