2011 In-House CPD Training in your Office, with Brian Walker, Barrister
Call to reserve a date on 01 6790975 or if you need any more information or wish to talk through the various options below, you decide how many and in how much detail you wish to go with regard to the various modules below and please bear in mind there is a lot of material here from which you can choose.
TOPIC MENU
1) Company and Commercial Law Update 2011
The former Chief Justice Mr. Justice Ronan Keane wrote in 1993 that the staggering complexity of modern Irish company law sometimes looks like a practical joke, given the relatively small size of the Irish economy” he was commenting then that we had seven individual companies acts, 1963 to 1990. However, today we have 15 different companies Acts 1963 to 2009! This module will focus on the latest developments and in particular the latest two companies Acts that were enacted and commenced into law in 2009 alone!
2) The New Money Laundering Regulations 2010
Already enacted and commenced into law, it’s called the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010. This is an extensive piece of new legislation comprising over under 122 sections of new law that consolidates all the existing money-laundering legislation into a new 2010 Act.
3) The New Multi Unit Developments Act 2011, The New Apartment Management Company Law
Also known as the Mud’s Act, a relatively short Act of 34 sections which has been enacted and is expected to be enacted and commenced into legislation in April 2011. It will be extremely relevant to over 500,000 people who are investors or living in apartment or multi unit developments including housing estates.
It is also highly relevant to accountants and solicitors dealing with these issues on a daily basis as it introduces a whole new corporate governance code for the typical apartment management company. Common areas will be required to be transferred to management companies within six months of commencement, no apartments or houses can be sold unless this happens, there are numerous new corporate governance and company secretarial obligations for the directors of these companies, they will in time be able to claim audit exemption, they must establish a sinking fund, disgruntled members will have rights to apply to the Circuit Court and it’s inevitable that most of these cases will be sent to mandatory mediation. New CRO rules with regard to restoration.
4) All about Bankruptcy, Self Bankruptcy, The Arranging Debtor, an A-Z on this emerging “new” procedure in the High Court including the “new” Bankruptcy Receiver.
Unfortunately, the number of people being made bankrupt when the courts start back again in October are set to multiply, it’s inevitable that more and more people will call into your office with the four-day demand, the bankruptcy summons or even a bankruptcy petition! What to do next? Do you challenge the summons or petition? Do you bring an immediate application as the “arranging debtor” for court protection? The advantages of seeking a possible early discharge from bankruptcy?
Also, the number of private trustees being appointed is set to increase as insolvent debtors will seek more control over the process.
5) An A-Z on Liquidations in 2011
* The Different Types of Winding up
* The practice and procedure here
* A step-by-step guide
* The Members Voluntary Liquidation
* The Creditors Voluntary Liquidation
* Official Liquidation
* The Creditors Meeting
* The Solvency Test!
* Finding a liquidator
* Calling in the creditors
* The formalities, the paperwork
* Proxies, the nitty-gritty issues that arise
* Proof of debt
* Information to be made available at the meeting
* How to conduct a proper meeting
* 21 killer Issues to raise at a creditors meeting
* Putting the top table under pressure
* The Section 214 Statutory Demand
* When can it be used?
* When and how to serve?
* Getting it right!
* The High Court Winding up Petition
* Can you pass the test?
* Who will pay your costs? Can you withdraw the Petition?
* Your chances of success?
* The New Official Liquidator
* The first 30 days
* Taking over the assets
* Taking control of the bank account
* Outsourcing
* The Examiner’s court
* Professional indemnity insurance
* The Statement of Affairs
6) The Work, Role Duties and Responsibilities of the Company Secretary
It’s the law; every company is required to appoint a Company Secretary. Are you fully aware of all the duties and responsibilities? Are you prepared to get to grips with the new corporate governance rules coming here soon This is an intensive, “how to” half-day training for the Company Secretary, the 500,000 or so Company Directors or anybody involved in the administration of a company in Ireland today, particularly support staff working in accountancy, legal or company secretarial departments.
7) CRO Compliance including the new electronic filing of accounts.
The companies registration office are shortly to introduce a new system whereby you will be able to electronically file accounts without the need for signatures or paper, however, it may not all be plain sailing!
8) Debt Collection, Creditors Remedies and Getting Paid,
* Debt Recovery
* Receivership
* Getting Judgment
* Personal guarantees
* The Sheriff
* Sequestration, attachment and committal to prison
* Discovery in aid of execution
* Garnishee
* Receiver by way of equitable execution
* Judgment Mortgage
* Order for sale
* Mareva injunction
9) Examinership and turnaround opportunities
* Alternatives to Liquidation
* Turnaround
* The Informal Arrangement
* The Turnaround Mediator
* The Formal Arrangement or Section 201 application
* Examinership
* When, Why & How?
* First contact
* The viability test
* The cost & procedure
* Opting out of onerous leases?,
* The Linen Supply of Ireland case
* Just what happened in Laragan Developments,
* Missford, O’Briens,Vantive, ?
* The latest cases in a nutshell
* Your chances of success?
* Consequences for creditors?
10) Making Directors Personally Liable, Reckless and Fraudulent Trading, The Issues
The protection once afforded to company directors is being eroded. Company secretaries need to be able to advise company directors of the risks here.
11) The New High Court Rules on Mediation and the opportunities?
New High Court rules were introduced here in November 2011 whereby any one of the 37 High Court judges will have a discretion to refer the parties to engage in mediation. There will be a sting in the tail for those who do not engage in alternate dispute resolution in that the judge will have a further discretion with regard to costs. It’s inevitable that the number of cases going to mediation in 2011 and beyond will increase significantly and practitioners need to get up to speed on exactly how this process works in practice. Also expected any day now is the new Law Reform Commission final report on alternate dispute resolution and their draft Mediation Bill.
12) How to Crank up Your “Company Secretarial Department”, adding value-added services that clients want to know about today?
Company secretarial and support staff will learn “How-to”
• Complete a share transfer
• organise a new share issue or redesignation, run a rights issue
• consolidate or subdivide shares
• deal with premiums
• redeeming shares and buy back
• change the memorandum or articles of association
• prepare a declaration of trust
• write up the directors/secretary section 53 declaration
• register a new company electronically
• convene an EGM
• register a business name electronically
• check trademark availability
• have a company dissolved voluntarily
• restore a company back to the register
• claim audit exemption
• convert to a single member company
• change a company name
• appoint a new director, increase the nominal share capital
• deal with the resignation of a secretary/director
• complete a B69 director resignation procedure
• prepare a bonus issue of shares
• issue share certificates
• prepare an auditors letter of resignation
• dispense with the need to hold an AGM
• and many more.
13) The New Corporate Governance Quality Mark Application, How to Prepare for This?
This is an interesting new development, introducing a new code of practice for corporate governance assessment in Ireland in conjunction with the National Standards Authority of Ireland, it’s
called Swift 3000:2010, designed to help companies improve the standing of companies with key stakeholders.
14) The Law and Procedure of Meetings:
Meetings, minutes and resolutions,
The AGM, the EGM, other important EGMs,
What are minutes and why are they kept,
Special resolutions, ordinary resolutions, notice of meetings, specimen minutes, forms and precedents.
