Course Summary

Duration8 hours

PresenterVarious

Course Overview


The Company Law Conference 2022

Session 1: Company Law, CRO & RBO Updates and Upcoming Changes in Legislations – John Murphy & Sinead Gortland – OmniPro

Session 2: Corporate Insolvency – Guiding Clients through Difficulties and Preparing for a Creditors Voluntary Liquidation – Tom Murray – Friel Stafford

Session 3: Annual Compliance for Companies with a focus on Company Registers – Sinead Gortland – OmniPro

Session 4: Shareholders Disputes – Alison Walker – The Law Library

Session 5: Structuring for Third Party Investors – John Murphy – OmniPro

Session 6: Restructuring Options Post Pandemic – Neil Hughes, Eoin Healy – Baker Tilly

Session 7: Company Law Considerations in Respect of Financial Reporting – Lindsay Webber, Claire Thomson – OmniPro

Session 8: Investigations and Enforcements under the Companies Act 2014; Restrictions and Disqualifications – David J Hegarty – ODCE


Course Details

Session 1: Company Law, CRO & RBO Updates and Upcoming Changes in Legislations – John Murphy & Sinead Gortland – OmniPro

In this session John Murphy and Sinead Gortland covered the latest in company law updates including;

Recently introduced Acts including;

  • Companies (Rescue Process for Small and Micro Companies) Act 2021
  • Companies (Corporate Enforcement Authority) Act 2021
  • Review of recent updated to Anti Money Laundering
  • CRO and RBO Updates for 2022
  • Shareholders Disputes – a Reassessment of Section 212 CA2014

Looks at Government Legislation Programme Summer Session we have some items coming up that we can touch on;

  • Co-operative Societies Bill
  • Companies (Miscellaneous Provisions) Bill
  • Limited Partnership Bill

Session 2: Corporate Insolvency – Guiding Clients through Difficulties and Preparing for a Creditors Voluntary Liquidation – Tom Murray – Friel Stafford

In this session Tom Murray gave a guide on the when and how an accountant in practice should guide their clients through the financial difficulty and covered the do’s the do nots, the when’s and the why’s,

Tom focused on the following topics:

• What are the red flags Directors should be aware of?
• When are the options available to a company in difficulty?
   o When should a Director consider Turnaround?
   o SCARP
   o Examinership or Liquidation?
• What should a Director do / What should a director not do when a company is in difficulty?
• When Liquidation is inevitable how should a Company and its Directors approach it?
• How to organise a creditors voluntary liquidation?
• What happens at a Creditors Meeting?
• Dealing with a Liquidators S682 report?
• Personal liability of Directors
• Attitude of Creditors:
   o Impact of Covid supports: EWSS/ TWSS, tax warehousing etc. on attitude of creditors etc.
   o Dealing with Retention of Title (how to enforce same)

Session 3: Annual Compliance for Companies with a focus on Company Registers – Sinead Gortland – OmniPro

In this session Sinead Gortland covered the following topics;
• Review and Organization of the Company Register
  o Tips on how to document changes in a Company
  o Review of Lost/Duplicated Share Certificates
• Why is the Register Important for AGM/EGMs?
• Beneficial Ownership Register Maintenance

Session 4: Shareholders Disputes – Alison Walker – The Law Library

There are over 1 million shareholders in Irish private companies and it’s inevitable, especially closely managed family companies, that disputes will arise and if one or more of them goes legal, it’s full-blown Section 212 Oppression of Minorities Proceedings in the High Court with Solicitors and Barristers and a high price tag.

Accountants have a major role in advising clients and can be of great assistance in slowing the escalation of these disputes into full High Court proceedings.

Learn useful tips and gain tools to assist you in understanding this whole process and how to be of greater assistance to clients in shareholder disputes.

Learn essential mediation skills that you probably already possess to further enhance your skills set in this developing area and be of real benefit to clients involved in shareholder disputes and providing alternative remedies and mechanisms to avoid full on High Court proceedings.

• Company Law
• Shareholders Disputes
• Shareholders Agreements
• Mediation
• Negotiation

Session 5: Structuring for Third Party Investors – John Murphy – OmniPro

In this session, John Murphy reviews the options for setting up the Company share structure for third party investors and what is required including what should be considered which will deal with the below items among other things:

• structure to ensure the founding shareholders capital gains tax reliefs are protected and their rights are protected.
• Assessing whether shares should be issued at a premium or not
• The importance of getting the rights in the shares correct;
• Catering for new investors in the future from the outset once everyone agrees
• Anti-dilution clauses
• Deciding the rights to include in shares (how this impacts Group’s for Company law purposes) and do we deal with defaulters from the outset

Session 6: Restructuring Options Post Pandemic – Neil Hughes, Eoin Healy – Baker Tilly

In this session Neil Hughes and Eoin Healy covered the following topics;

• Restructuring Overview
• SCARP in Review – Case Study
• Examinership vs SCARP
• Questions

Session 7: Company Law Considerations in Respect of Financial Reporting – Lindsay Webber, Claire Thomson – OmniPro

The current challenging economic circumstances continue to leave companies with many additional financial reporting considerations. This session focused on how to account for, and disclose these, in accordance with the Companies Act 2014.

In this session, Lindsay and Claire cover the following topics;

– Directors Report disclosures including the minimum required for small companies
– Group reporting requirements
– Director loans and transactions – what needs to be disclosed
– Common disclosure issues under Companies Act 2014

The session will be aimed at accountants in practice, as they support companies incorporated under the Companies Act 2014

Session 8: Managing Risk and Delivering Value in Social Welfare – A 2022 Reminder – Brendan Casey

An introduction to the investigation and enforcement powers available to the Corporate Enforcer in the Companies Act 2014 and well as the Restriction and Disqualification regime including Undertakings.

In this session David J Hegarty covers the following topics;

1. The corporate enforcement environment
2. Investigative powers available under the Companies Act 2014.
3. Enforcement of the Companies Act 2014.
4. The Restriction and restriction undertaking regime
5. The disqualification and disqualification undertaking regime.