COMPANY LAW (LA3446)

2016-2017

Reading List 1

Below you will find a brief overview of the issues we will cover during the
first two classes of term together with the appropriate readings. The
readings for each lecture may include 1-2 essential cases, articles or
provisions that you should read or a short assignment for you to
complete in advance of the following class. In addition, a selection of
supplementary readings, cases and material is set out which you should
consult in order to deepen your knowledge of the subject areas. This list
can be used in conjunction with lectures and the relevant PowerPoint
class slides which will be made available on BlackBoard.

Part 1. Introduction to Company Law

The aim of this part of the module is to give you an insight into what
companies are and to explore the theoretical underpinnings of Company
Law.

Lecture 1: Introduction to the Module and to the Subject

This class will describe the modules learning objectives, the syllabus,
relevant textbooks and the forms of assessment. It will then provide an
overview of the different types of business organisations which exist in
Ireland and the main sources of regulation. The focus of the module is
Irish Company Law but the EU has had a significant impact on domestic
law through the introduction of a number of regulations and directives
aimed at harmonising Company Law in a number of key areas such as
shareholders rights, disclosure rules, capital requirements and accounts.
(The latter topic is not covered in any great detail in this module.)
Reference will also be made to the current EU Company Law reform
agenda.

Hutchinson, Keane on Company Law, chapters 1-3

Courtney, The Law of Companies, chapter 1

Mandatory Reading in Advance of Lecture 2

L. Stout, Corporate Entities: Their Ownership, Control, and Purpose
Cornell Legal Studies Research Paper No. 16-38 (September 2016)
https://ssrn.com/abstract=2841875

Lecture 2: What is a Company?

This class will examine the characteristics of a company and introduce
concepts such as limited liability and separate legal personality. It will
also address a number of different, and often conflicting, theories or
models of the company which have been put forward over the years to
explain the nature of the corporate entity. We will be returning to these
theories at various times during the course of the module as we examine
issues such as separate legal personality, shareholders rights and
corporate social responsibility.

A. Keay, Ascertaining the Corporate Objective: An Entity

Maximisation and Sustainability Model 71 MLR 663 (2008),
A. Keay, The Corporate Objective (Elgar, 2011), chapter 1, Section
8 The Theory of the Company
P. Ireland, I. Grigg-Spall and D. Kelly, The Conceptual Foundations
of Modern Company Law 14 J. Law & Soc. 149
H. Hansmann, R. Kraakman and R.Squire Law and the Rise of the
Firm 119 Harv. L. Rev. 1333 (2006)
L. Stout and M. Blair, Team Production Theory of Corporate Law
85 Va. L. Rev. 247
A. Berle and G. Means, The Modern Corporation and Private
Property (1967), Chapters 1-6 (Book 1) and Chapters 1-4 (Book 4)
A. Alchian and H. Demsetz Production, Information Costs, and
Economic Organisation (1972) 62 Am.Econ.Rev.777
M. Jensen and W. Meckling Theory of the Firm Managerial
Behaviour, Agency Costs and Ownership Structure (1976) 3 J. Fin.
Econ. 305 (1976) http://ssrn.com/abstract=94043

Mandatory Reading in Advance of Lecture 3

Part 2, chapter 2 (ss17-37) Companies Act, 2014: Ltd, Incorporation and
Consequential Matters
Professor Blanaid Clarke
School of Law, Trinity College Dublin