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Business law

Business law

Law of the United Kingdom and Ireland > Ireland (Eire) > Ireland (Eire) > General and comprehensive works > Works for particular groups of users, A-Z > Businesspeople. Foreign investors

Edition Details

  • Biografical Information: Denise Casey is lecturer in law at the Law Society of Ireland.
  • Language: English
  • Jurisdiction(s): England
  • Publication Information: Oxford [England] ; New York : Oxford University Press, 2006
  • Material: Internet resource
  • Type: Book, Internet Resource
  • Series title: Law Society of Ireland manuals.
  • Permalink: http://books.lawi.org.uk/business-law-106774/ (Stable identifier)

Short Description

XXXV, 446 pages ; 30 cm.

Purpose and Intended Audience

Useful for students learning an area of law, Business law is also useful for lawyers seeking to apply the law to issues arising in practice.

Research References

  • Providing references to further research sources: Search

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Bibliographic information

  • Responsable Person: Denise Collins, general editor.
  • Publication Date: 2006
  • Country/State: England
  • Number of Editions: 4 editions
  • First edition Date: 2006
  • Last edition Date: 2009
  • General Notes: Includes index.
  • Languages: British English
  • Library of Congress Code: KDK175.B87
  • Dewey Code: 346.41507
  • ISBN: 0199280215 9780199280216
  • OCLC: 61129170

Publisher Description:

Business law is one of the most challenging and dynamic areas of law in study and practice. It demands knowledge of more areas of law than any other specialisation. Therefore Business Law is designed to provide apprentice solicitors with a clear understanding of key areas of this subject. The
text deals with theory and practice in business law and areas likely to be encountered throughout solicitors' careers. Written by acknowledged experts in the field, each chapter gives a clear overview of its subject, focusing on the practical issues that will face lawyers on an everyday
basis.

Main Contents

Introduction to business law
Partnership law
Company formation and secretarial management
Shareholders' agreements
Share purchase agreements
Franchising
Agency and distribution agreements
Commercial drafting
Consumer law
Intellectual property
Information technology
Irish competition law
Irish merger control
Sector regualtion
Company law enforcement
Commercial arbitration
Commercial lending
Insolvency.

Table of Contents

Authors v
Preface VII
List of Cases XXV
Table of Legislation XXIV
PART 1INTRODUCTION
1 Introduction to Business Law
1.1 Introduction
Historical development of business law
1.2 Contract and company law
Contract law
Company law
PART 2ORGANISATION OF A BUSINESS
2 Company Formation and Secretarial Management
2.1 Introduction
Types of company
Advantages of incorporation
Company law
Pre-incorporation contracts
Ultra VIres
2.2 A company's constitutional documents
Memorandum of association
The articles of association
Effect of memorandum and articles of association
Preparing memorandum and articles of association
2.3 Incorporation
Types of companies which may be incorporated
Company names
Document leading to incorporation of private limited company
Procedure for incorporation of a company
Certificate of incorporation
2.4 Meetings and resolutions
Calling and conduct of meetings and passing of resolutions
Annual general meeting
Timetable for the AGM
Extraordinary general meeting
Types of resolution
Contents of notice
Voting
After the meeting
Written resolutions
Single member companies
2.5 Administrative records of private limited company
Register of application and allotments
Register of transfers
Register of members
Register of directors and secretaries
Register of interests
Register of charges
Register of sealings
Minutes
Share certificate
Location of statutory books
Computerisation of records
2.6 Shares
General
Transfer form
Stamp duty on transfers
Collection and enforcement of stamp duty
Share certificates
Dividends
Mergers clearance
2.7 Division of powers
Directors
Secretary
Auditors
Powers of members
Annual returns
Companies (Amendment) Act, 1986
2.8 Compliance
2.9 Future developments
3 Partnership law
3.1 Nature of partnerships
Importance of partnership law
Relevant law
Definition of partnership
Number of partners
Capacity
Types of partnerships and partners
Business name of partnership
Why a written partnership agreement is essential
3.2 Partners&#x0027
right inter se
Introduction
Management of the partnership
Other provisions of the 1890 act affecting partners&#x0027
rights inter de
A partner's fiduciary duty to his co-partners
Financial rights and duties of partners
Partnership property
3.3 Relations between partners and third parties
Introduction
Nature of liability of partners to third parties
Authority of partner to bind firm
Persons held out as partners
Liability of new partners
Litigation involving partnerships
Guarantees
3.4 Actions between partners
Introduction
Dissolution by the court
Appointment of receivermanager
Mediation and arbitration
Expulsion of a partner
3.5 Dissolution of a partnership
General dissolution vs technical dissolution
Dissolution of a partnership
Consequences of a dissolution
Departure of a partner from a firm
Death
3.6 Partnerships with limited liability
Introduction
Limited partnerships
Investment Limited Partnerships Act, 1994
Limited liability partnerships
4 Shareholders&#x0027
Agreements
4.1 Introduction
4.2 Parties
4.3 Advantages of a shareholders&#x0027
agreement
Protection of minority interests and enforceability
Confidentiality
Certainty
4.4 Drafting a shareholders&#x0027
agreement
Conditions precedent
Subscriptioncompletion
Warranties and undertakings
Non-competition
Transfer of title to company's assets
Compliance by the company
Covenants concerning the company
Fettering a director's discretion
Termination
Deadlock
General provisions
Arbitration
Costs and expenses
Conflict with articles of association
Partnership
4.5 Articles of association
Issue of new shares
Transfer of shares
Meetings of shareholders
Meetings of directors
Borrowing powers
Appointment and retirement of directors
`Tag and Drag'
4.6 Joint ventures
4.7 Conclusion
PART 3BUSINESS AGREEMENTS
5 Share purchase agreements
5.1 Introduction
5.2 Structuring of transactions
General considerations
Choice of assets and liabilities
Stamp duty
Tax losses
Consideration
Employees
Name
5.3 Due diligence
Generally
Accounting due diligence
General legal due diligence
Companies officestatutory books review
Investigation of title
Actuarial due diligence
Insurance review
Environmental review
Other issues
5.4 Pre-conditions to share purchase agreement
Generally
Standard conditions precedent
`Negative' conditions precedent
End date
Substantive conditions precedent
5.5 Warranties
Generally
Why should a purchaser seek warranties?
Who should give the warranties?
Measure of damages
Subject matter of warranties sought
Preparation for potential warranty claim
Limits on warranties
Financial matters
Constitution of target company
Assets of target company
Liabilities of target company
Employee-related matters
Other issues
Conclusion
5.6 Disclosure letter
5.7 Consideration payable under share purchase agreement
Generally
Payment in cash
Allotment of shares in purchaser
Discharge of loan
Dividend
Loan notes
Other relevant factors relating to the consideration
5.8 Restrictive covenants
5.9 Signing and completion of share purchase agreements
Introduction
Signing
Completion
Formalities of completion
Board meeting
Items to be actioned post completion
5.10 Analysis of typical share purchase agreement
Parties
Recitals
Definitions
Pre-conditions
Consideration provision
Warranties
Restrictive and other covenants
Completion
Miscellaneous provisions
Schedules
6 Franchising
6.1 Introduction
General
Legislative background
Advantages of franchising
Disadvantages of franchising
Avoiding the pitfalls
Preliminary considerations
Relevant case law
6.2 Drafting the franchise agreement
Introduction
Parties
Definitions
Recitals
Operative part
Fees
Franchisor's obligations
Franchisee's obligations
Assignment
Death of a franchisee
Termination provisions
Consequences of termination
Renewal option
Acknowledgements by franchisee
No agency
Miscellaneous clauses
Whole agreement
Governing law and jurisdiction
Notices
Headings
6.3 Competition law aspects of franchising
Introduction
European union law
Irish competition law
7 Agency and Distribution Agreements
7.1 Introduction
7.2 Agency agreements
Introduction
Definition of commercial agent
Conclusion of the contract
Duties of the parties
Commission
Non-competition
Term and termination
Territorial limits
Conclusion
7.3 Distribution agreements
Introduction
Types of distribution agreements
The supplier's duties
The distributor's duties
Liability of the parties
Competition law
Duration and termination
Standard terms of a distribution agreement
Selective distribution
8 Commercial Drafting
8.1 Introduction
8.2 Instructions and objectives
8.3 Legal and other constraints
8.4 Organisation
8.5 Format
8.6 Precedents
8.7 Audience
8.8 Expertise
8.9 Timing
8.10 External experts
8.11 Legal research
8.12 Plain English
8.13 Cross-references
8.14 Outline
8.15 Structure
Title
Date
Parties
Pre-conditions
Schedules
Blanks
Definitions
8.16 Execution clauses
8.17 Style
8.18 Boilerplate provisions
Termination
No partnership
Further assurances
Waiver and forbearance
Severability
Counterparts
Notices
Governing lawjurisdictionarbitration
No deductions
Joint and several obligations
8.19 The second draft
8.20 Problems in drafting
Errors
Inconsistencies
Unusual use of words
Poor grammar
8.21 The negotiation process
PART 4SELECTED BUSINESS LAW ISSUES
9 Consumer Law
9.1 Introduction
General
9.2 Consumer Information Act, 1978 (the `CIA')
Introductory overview
The CIA in detail
9.3 Sale of Goods and Supply of Services Act, 1980
Introductory overview
Implied contract terms
9.4 European Communities (Misleading Advertising) Regulations, 1988
Introductory overview
The regulations in detail
9.5 European Communities (Cancellation of Contracts Negotiated Away from Business Premises) Regulations, 1989
Introductory overview
The 1989 regulations in detail
9.6 Liability for Defective Products Act, 1991
Introductory overview
The 1991 Act in detail
9.7 European Communities (Unfair Terms in Consumer Contracts) Regulations, 1995 and 2000
Introductory overview
Applications
Core terms excluded
Non-core items in standard form contracts
Unfair terms defined
9.8 Consumer Credit Act, 1995
Introductory overview
The marketing of consumer contracts
Inserted selling prohibited
Circulars cannot be circulated to minors
Credit providers cannot contract out of liabilities or restrict consumers rights under the 1995 Act
Statements or notices excluding consumer's rights
9.9 Package Holiday and Travel Trade Act, 1995
Introductory overview
The PHTTA in detail
9.10 European Communities (General Product Safety) Regulations, 1997
Introductory overview
The 1997 Regulations in detail
10 Intellectual Property and Information Technology
10.1 Introduction
General
What is intellectual property?
Categories of intellectual property
Intellectual property—contractual considerations
Intellectual property and competition law
Infringement and remedies
10.2 Patents
Introduction
Patentability
Grant of a patent
Protection conferred by a patent
Ownership
Supplementary Protection Certificates
Infringement
Groundless threats
Revocation
International Conventions
10.3 Trade marks, counterfeit goods, passing-off
Introduction
What is a trade mark?
Registration of trade mark
Business names
Counterfeit goods
What is passing-off?
Infringement
Assignment and charges of registered trade marks
Licensing
Domain names
10.4 Copyright and designs
Introduction
Copyright and design protection
Ownership: meaning of author
Duration of copyright
Infringement
Moral rights
Performers&#x0027
rights
Database right
Licensing
Delivery up and Seizure
10.5 Confidential information
Introduction
Relationships imposing confidentiality
Remedies
11 Information Technology
11.1 Data protection law and practice
Introduction
Duties of data controllers
Non-compliance with duties
What data controllers are subject to the Data Protection Acts, 1988 and 2003?
The use of personal data for direct marketing purposes
Processing of personal data
The processing of sensitive personal data
Rights of data subjects
Registration with the Data Protection Commissioner
Electronic Communications Regulations, 2003
Useful links
11.2 The Electronic Commerce Regulations, 2003
Introduction
Country of origin principle
Obligation to provide information prior to contract
Rules concerning commercial communications
Special rules for regulated professions
Additional information requirements
Procedures to be followed when contracting with consumers online
Liability of Internet Service Providers
11.3 ISP and website owner liability for defamation and obscenity
Introduction
Defamation
Child pornography and obscenity
11.4 Illegal use of the internet
Introduction
Hacking
Harvesting
Hypertext links and `deep linking'
Framing
Meta tags and trade mark infringements
11.5 Overview of the Electronic Commerce Act, 2000
Background
Excluded laws
Electronic signatures and advanced electronic signatures
Certification service providers
Electronic originals
Electronic communications
Consent requirement
Electronic evidence
Electronic contracts
Fraud and misuse
IE Domain Registry
11.6 EC (Protection of Consumers in Respect of Contracts Made by Means of Distance Communication) Regulations, 2001
Introduction
What businesses are affected?
What types of transactions are covered?
How will the regulations affect consumer contracts?
Consequences of non-compliance
Conclusion
11.7 Registering and protecting domain names and trade marks on the web
Introduction
The nature of trade marks
The nature of domain names
Trade mark disputes
Domain name disputes
The three elements of the UPRP
UDRP case law
Domain name litigation outside of the UDRP
Adopting a strategy
Conclusion
11.8 Managing employee and contractor use of e-mail, internet and computer systems
E-mail
Internet access
Virus dissemination
Confidentiality
Discovery
Intellectual property rights
Discrimination
Monitoring staff
Drafting an Acceptable Usage Policy
Conclusion
12 Irish Competition Law
12.1 Introduction
12.2 The relationship between Irish and EC competition law
The Modernisation Regulation
Co-operation between European competition authorities
Effect on Trade between EU Member States
12.3 Institutional framework
The Competition Authority
The Minister for Enterprise Trade Employment
The courts
12.4 The relevant market
Market definition
Product and geographic market
Market dynamics
12.5 Competition Act, 2002
12.6 Anti-competitive arrangements
Undertakings
Agreements, decisions and concerted practices
Object or effect
Permissible section 4 (1) arrangements
Section 4(5) conditions
Declarations and notices
12.7 Horizontal and vertical agreements
Horizontal agreements
Vertical agreements
12.8 Abuse of dominance
Dominance
Collective dominance
Objective justification and proportionality
Examples of abuse of dominance
12.9 Penalties for infringement
Hard-core offences
Other offences
Personal liability
12.10 Enforcement
Complaints
Investigations
Litigation
Whistle blowing
13 Irish Merger Control
13.1 Introduction
Merger control jurisdiction: EU or Irish?
13.2 Irish merger control
Definition of a merger
Control
Joint venture
Exceptions
13.3 Mandatory notification
`Undertakings involved' in the Merger or Acquisition
Turnover thresholds
`Carries on business in any part of the Island of Ireland'
13.4 The substantive test
Market structure
Analysis of competitive effects
Prohibition determination
Conditional determination
Commitments
13.5 Voluntary notifications
General rule
Rationale for voluntary notification
Investigations
13.6 Ancillary restrictionsrestrictive covenants
Application of ss 4 and 5 2002 Act to ancillary restrictions
General principles concerning the application of ss 4 and 5, 2002 Act
13.7 The procedure
Obligation to notify
Joint or separate notifications
The need for a correct and complete notification
Pre-notification discussions
Fees
Timing
Review process
Confidentialitypublication of merger information by the authority
Appeals
13.8 Media mergers
Definition
Procedure
13.9 Consequences of breach
Failure to notify
Completing without clearance or `gun jumping'
Failure to comply with a commitment, determination or order
13.10 The relationship between Irish and European merger montrol
Article 9 procedure
Article 4(4) procedure
Article 22 procedure
Article 4(5) procedure
Article 21 procedure
13.11 Practical approach to merger control
13.12 Possible reform of Irish merger control
14 Sector Regulation
14.1 Introduction
14.2 Communications
Introduction
Functions of the CCR
Objectives of the CCR
Directions by the minister for communications
Enforcement
14.3 Broadcasting and media
Sources of regulation
Broadcasting Authority Acts, 1960–2001
Radio and Television Act, 1988
Broadcasting Act, 2001
Communications Regulation Act, 2002
EU Legislation
14.4 Regulatory authorities
Content regulation
Key themes and issues
Funding of Public Service Broadcasting
14.5 The Irish energy sector
Introduction
Overview of the energy sector
Electricity deregulation
Licensing regime
Liberalisation of the gas sector
14.6 Rail transport
European law
Infrastructure directive 91440
Licensing directive
Provision of rail infrastructure and services in Ireland: the transport (Railway Infrastructure) Act, 2001
PART 5COMPANY LAW ENFORCEMENT
15 Company Law Enforcement
15.1 Introduction
15.2 Instruments of regulation
The office of the director of corporate enforcement
The director of Public Prosecutions
The companies office
Private parties
15.3 Client issues in compliance
Auditors&#x0027
duties
Liquidator's duties
Receiver's duties
15.4 Information gathering
Inspectors appointed by the director
Inspector appointed by the court
Powers of inspectors
15.5 Enforcement
Criminal sanction
Civil sanctions
Enforcement of a duty to comply with the Companies Acts
Statutory asset freezing orders
PART 6DISPUTE RESOLUTION
16 Commercial Arbitration
16.1 Introduction
General
Irish arbitration law
Matters which can be referred to arbitration
16.2 Arbitration agreements
Types of arbitration agreement
Drafting the arbitration clause
16.3 Staying litigation proceedings
16.4 Appointing the arbitrator
Agreement of the parties
Professional institutions
Arbitration institutions
Trade associations
High Court
16.5 Limitation periods
16.6 Preliminary meeting
16.7 Powers of the arbitrator
16.8 Protective measures
16.9 Special case
16.10 Removal of the arbitrator
16.11 Documents-only arbitrations
16.12 Arbitration hearing
Pre-hearing review
Arbitration hearing
Evidence
16.13 Sealed offers
16.14 The award
Kinds of award
Interest
Costs
Payment of costs of the award
Publication of award
Challenging the award
Enforcing the award
16.15 International arbitrations
International arbitrations generally
New York Convention 1958
International arbitration institutions
The UNCITRAL Model Law
The 1998 Act
16.16 Attitude of Irish Courts to arbitration
16.17 Arbitrators versus experts
16.18 Specimen arbitration clauses
PART 7COMMERCIAL LENDING AND INSOLVENCY
17 Commercial Lending
17.1 Introduction
17.2 Who is the borrower?
Individuals
Partnerships
Companies
Other corporate entities
State boards
17.3 Lending to a company
Documents
Types of security
Assets available for security
17.4 Types of facilities
Overdrafts
Term loan
Revolving credit facilities
Provision of guarantees to third parties
Factoring
Leasing
17.5 Types of security
Purpose-priority on insolvency
Legal terminology
Particular assets
Supporting security
17.6 Secretarial considerations and requirements
Incorporation
Power of the company to borrow
Power of the company to deliver security
Power of the company to give guarantees
Directors&#x0027
powers to exercise the company's powers
Requirement for ordinary or special resolution of the company in general meeting
Resolution of the board of directors
Completion of a borrowing transaction—documents tabledhanded over
17.7 Post-completion procedures
Stamp all stampable documents
Registration of a charge
Release of security
17.8 Financial assistance in connection with purchases of and subscriptions for shares
The legal provisions
What is forbidden by s 60
Consequences of contravening s 60
What s 60 does not prohibit
Financial assistance compliance
Transactions with directors
18 Introduction to Insolvency Overview and Recent Developments
18.1 Introduction
18.2 Corporate insolvency procedures
Member's voluntary liquidation
Creditors&#x0027
voluntary liquidation
Compulsory liquidations
Receivership
Examinership
Consequences of insolvent liquidation
Disqualification
18.3 Common insolvency principles
The pari passu rule
Proof of debt
Set-off
18.4 Recent developments
Company Law Enforcement Act, 2001
EU Council Regulation No 13462000 on Insolvency Proceedings
18.5 Arrangements and reconstructions
Index 000

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  • Article Name: Business law
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  • Description: Business law Law of the United Kingdom and Ireland > Ireland (Eire) > Ireland (Eire) > General and comprehensive works > [...]

This entry was last updated: June 23, 2017

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