Law of Companies

Dr Thomas B Courtney, Solicitor (non-practising) and author of The Law of Companies is a writer, speaker and thought leader in Irish company law and corporate governance.As Chairperson of the Company Law Review Group, from its establishment in 2000 to 2018, Tom is recognised as being the architect of the pioneering Companies Act 2014 which made the private LTD front and centre of Irish company law. Tom was a member of the EU Commission’s Advisory Group on Company Law and Corporate Governance, established by Commission Decision (2005/380/EC) and of the McDowell Group on Company Compliance & Enforcement.A former director, company secretary and head of legal at Bank of Ireland Mortgage Bank, Tom worked in banking for 11 years before spending 18 years as a senior partner in Arthur Cox LLP where he established and headed the company compliance and governance group. During his time in Arthur Cox, Tom advised the Department of Finance on the State's legislative response to resolve the Irish banking crisis. Tom also advised companies on complex shareholder disputes, subsidiaries' directors on their relationship with the parent company and the boards of many State bodies on their governance obligations and the relationship with their sponsoring department.

• Chapter 1: The Private Company Limited by Shares in ContextChapter 2: Incorporation and Re-registration of LTDsChapter 3: The Constitution of a CompanyChapter 4: Incorporation and its ConsequencesChapter 5: Disregarding Separate Legal PersonalityChapter 6: Corporate Civil LitigationChapter 7: Corporate Contracts, Capacity and AuthorityChapter 8: Shares and Share CapitalChapter 9: Share TransfersChapter 10: The Maintenance of Company CapitalChapter 11: Shareholders’ RemediesChapter 12: Groups of CompaniesChapter 13: Corporate Governance: Management by the DirectorsChapter 14: Corporate Governance: MeetingsChapter 15: Directors: Corporate Obligations and Criminal LiabilityChapter 16: Directors: Fiduciary Duties and Personal LiabilityChapter 17: Directors: Regulation of Transactions and ArrangementsChapter 18: Financial Statements, Audit and Annual ReturnChapter 19: Corporate Borrowing: Debentures and SecurityChapter 20: Corporate Borrowing: Registration of ChargesChapter 21: Corporate Borrowing: ReceiversChapter 22: Schemes, Reorganisations, Mergers and DivisionsChapter 23: ExaminershipsChapter 24: Winding Up CompaniesChapter 25: LiquidatorsChapter 26: Realisation and Distribution of Assets in a Winding UpChapter 27: Strike Off and RestorationChapter 28: Investigations and InspectorsChapter 29: Company Law Compliance and EnforcementChapter 30: Designated Activity CompaniesChapter 31: Public Limited CompaniesChapter 32: Companies Limited by GuaranteeChapter 33: Unlimited CompaniesChapter 34: Conversion by Re-registrationChapter 35: External Companies

...by any standard, a remarkable magnum opus...No serious lawyer, accountant or corporate entrepreneur can do without this work. The 2014 Act and this volume, taken together, are the corner-stone and keystone respectively of the bridge to understanding the corporate law of this State.