書名：Keane on Company Law，語言：英文，ISBN：9781780435428，作者：Hutchinson, G. Brian/ Keane, Ronan，出版日期：2016/11/25，類別：人文社科
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.
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