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Vol 21 No 9 Sept/Oct 2016

Book of the Month

Cover of Goode on Commercial Law

Goode on Commercial Law

Edited by: Ewan McKendrick
Price: £170.00

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Keane on Company Law 5th ed

ISBN13: 9781780435428
Previous Edition ISBN: 9781845922986
To be Published: November 2016
Publisher: Bloomsbury Professional (Ireland)
Country of Publication: UK
Format: Hardback
Price: £150.00

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.

Irish Law
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
Civil and Criminal Litigation

Part IV: The Capital of the Company: Types of Capital
The Maintenance of Capital
Alteration (Including Reduction) of Capital
Transfer and Transmission of Shares

Part V: Borrowing by the Company: Borrowing Powers of Companies
Debentures and Floating Charges
Registration of Charges

Part VI: Membership of the Company: Membership in General
Disclosure of Interests in Shares
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.