This examination will comprise a four-hour examination during which two out of four questions must be answered in Section A of the paper (Constitutional Law) and two out of four questions from Section B (Criminal Law) or Section C (Company Law)

Section A - Constitutional Law

The syllabus embraces selected aspects of the constitutional law of Ireland as found in Bunreacht Na héireann 1937 (as amended) and in the relevant case law. Although all topics are equal in importance, especial emphasis will be placed on fundamental constitutional rights because of their contemporary importance in litigation.

The topics included in the syllabus are as follows:-

• The concepts of the People, the Nation and the State
• Sovereignty
• Relationship between International and/or regional law and the Irish constitutional system
• Separation of Powers
• Constitutional Interpretation
• Judicial Review
• Locus standi
• Consequences of a declaration of unconstitutionality
• The Oireachtas (Main Principles)
• The Executive
• The President
• The Courts
• The Attorney General (main functions and principles)
• Enumerated personal rights
• Unenumerated personal rights
• Emergency Powers of the State

Legislative sources

Candidates are permitted to take an unmarked copy of the Constitution into the examination.

Recommended reading

A thorough knowledge of the principles of the Constitution as developed in the leading cases is essential. Cases can be found in The Irish Reports and The Irish Law Reports Monthly.

Summaries of cases are published in The Irish Digests. More recent cases are also available on courts.ie and on bailii.org.

• Casey, Constitutional Law in Ireland, 3^rd Ed, (2000), Round Hall Sweet & Maxwell.
• Oran Doyle and Tom Hickey, Constitutional Law: Text, Cases and Materials, 2^nd Ed, (2019), Clarus.
• Forde and Leonard, Constitutional Law of Ireland, 3^rd Ed, (2013), Bloomsbury Professional.
• Hogan, Whyte, Kenny and Walsh Kelly: The Irish Constitution, 5^th Ed, (2018), Bloomsbury Professional. 
• A useful starter textbook is Kavanagh, Constitutional Law in Ireland, 2^nd Ed, Clarus Press (2022)
• O’Reilly & Redmond, Cases and Materials on the Irish Constitution, (1980), Law Society of Ireland.

Section B - Criminal Law

The syllabus comprises the substantive Criminal Law of Ireland and criminal procedure.

The substantive field of Criminal Law comprises an understanding of the current law governing the major criminal offences including:

1. Offences against the person
   
   1. Murder
   2. Manslaughter (including vehicular manslaughter)
   3. Infanticide
   4. Assaults
   5. Rape, sexual assault and other sexual offences
   6. Abduction
   7. False Imprisonment
2. Offences against property
   
   1. Theft
   2. Robbery
   3. Making Gain or Causing Loss by Deception
   4. Obtaining Services by Deception
   5. Making Off without Payment
   6. Unlawful Use of a Computer
   7. False Accounting
   8. Burglary
   9. Aggravated Burglary
   10. Handling Stolen Property/Possession of Stolen Property
   11. Forgery/Offences Relating to False Instruments
   12. Arson
   13. Criminal Damage
3. Criminal procedure in the syllabus embraces:
   
   1. Pre-trial procedures, police powers and bail;
   2. Procedures governing the trial of summary and indictable offences.

Statutes

A large proportion of Irish Criminal Law is codified. Set out below is a short list of the more important of these statutes. This list is not intended to be exhaustive but a guideline.

Offences Against the Person

• Offences Against the Person Act, 1861
• Domestic Violence Act, 1996
• Domestic Violence (Amendment) Act, 2002
• Criminal Law Amendment Act, 1885
• Criminal Law Amendment Act, 1935
• Criminal Law Rape Act, 1981
• Criminal Law (Rape) (Amendment) Act, 1990
• Criminal Law (Sexual Offences) Act, 2006
•  Criminal Law (Sexual Offences) (Amendment) Act, 2007
• Sex Offenders Act, 2001
• Criminal Justice (Sexual Offences) Act, 1993
• Sexual Offences (Jurisdiction) Act, 1996
• Child Trafficking and Pornography Act, 1998
• Criminal Law (Human Trafficking) Act, 2008
• Infanticide Act, 1949
• Criminal Law (Suicide) Act, 1993
• Criminal Law (Incest Proceedings) Act 1995

Offences Against Person and/or Property

• Criminal Damage Act, 1991
• Forgery Acts (1861-1913)
• Criminal Justice (Theft and Fraud) Offences Act, 2001
• Criminal Law Act, 1976
• Firearms Acts, 1925, 1964 and 1971, and Firearms and Offensive Weapons Act, 1990
• Offences Against the State Acts, 1939, 1940, 1972 and 1998
• Treason Act, 1939
• Emergency Powers Act, 1976

Offences Against Public Order

• Criminal Justice (Public Order) Act, 1994, 2003
• Misuse of Drugs Act, 1977, 1984
• Criminal Justice (Drug Trafficking) Act, 1996
•  Road Traffic Acts, 1961, 1968, 1984, 1994, 1995, 2002, 2003 and 2006

Miscellaneous Provisions

•  Criminal Law Act, 1997
•  European Arrest Warrant Act, 2003
•  European Convention on Human Rights Act, 2003
•  Criminal Justice Acts, 2006, 2007, 2009
•  Criminal Justice (Miscellaneous Provisions) Act, 1997
•  Criminal Assets Bureau Act, 1996
•  Proceeds of Crime Act, 1996
•  Criminal Justice Act, 1994
•  Criminal Justice Act, 1999
•  Bail Act, 1997
•  Criminal Justice (Amendment) Act, 2009
•  Criminal Justice (Surveillance) Act, 2009

Evidence

•  Criminal Justice (Evidence) Act, 1924
•  Criminal Justice (Forensic Evidence) Act, 1990
•  Criminal Evidence Act, 1992

Recommended reading

• Mcauley and mccutcheon, Criminal Liability, 2^nd Ed, (2022), Round Hall Sweet & Maxwell.

• Charleton, mcdermott, Herlihy and Byrne, Criminal Law and Evidence, 2^nd Ed., (2020), Bloomsbury Professional.
• Campbell, Cusack, Kilcommins and O’Sullivan, Criminal Law in Ireland: Cases and Commentary 2^nd, (2021) Clarus Press.
• Walsh, Criminal Procedure 2^nd(2016), Round Hall.
• O’Malley, The Criminal Process (2009) Round Hall.
• Mcintrye, mcmullan and O’Toghda, Criminal Law (2012) Thomson Roundhall.
• Charleton, Criminal Law:Cases and Materials, (1999), Butterworths.
• Quinn, Criminal Law in Ireland (2002) Magh Itha Teoranta.
• De Blacam, Drunken Driving and the Law, 3rd Ed., (2003), Round Hall.
  Hanly, An Introduction to Irish Criminal Law, 3^rd, (2014), Gill and Macmillan.
• Smith & Hogan Criminal Law 14^th, (2015) Butterworths.
• Smith & Hogan Criminal Law: Cases and Materials, 10^th, (2009) Butterworths.

Cases can be found in the Irish Reports and the Irish Law Reports Monthly. Candidates should also consult Byrne & Binchy, Annual Review of Irish Law. Useful articles appear in the Irish Criminal Law Journal, the Irish Jurist, the Irish Law Times and the (English) Criminal Law Review.

Section C – Company Law

This examination must be answered on the basis of the law contained in the Companies Act 2014.

Candidates are required to have a sound knowledge and understanding of the concepts, principles and rules of Company Law in Ireland, and are expected to be fully familiar with the law relating to the following matters:

1. Types of Companies and Business Organisations - Companies and other Legal Forms of Business Organisation; Sole Traders; Partnerships; Registered Companies; the History of Registered Companies; The European Community Dimension in Irish Company Law; The different types of companies recognised by the Companies Act 2014: the private company limited by shares (“LTD”); the designated activity company (“DAC”); the public limited company (“PLC”); the company limited by guarantee (“CLG”); unlimited companies (“UC”),
2. And external companies.
3. Formation and Registration - Formation and registration of companies; Registration; Statutory Obligations Incidental to Registration of companies; Conversion from one type of company to another. Promoters’ Duties: Corporate Promoters; Fiduciary Duties of Promoters; Breach of the Promoter’s Fiduciary Duty; Promoters’ Transactions with a Company.
4. Company’s constitutions (including memorandum and articles of association) - Constitutional documentation; The Memorandum of Association; The Nature of the Memorandum of Association; The Clauses in the Memorandum of Association; Association; Alteration of the Memorandum of Association; The Articles of Association; The Nature of the Articles; Alteration of the Articles of Association; Informal Alteration of the Articles of Association by Shareholders’ Agreement; The Relationship between the Memorandum and the Articles; The Construction of the Constitution; The Statutory Contract; Shareholders’ Agreements.
5. Incorporation and Its Consequences - Incorporation and its Consequences; Registration, and Issue of the Certificate of Incorporation; Effect of the Certificate of Incorporation; The Consequences of Incorporation; Separate Legal Personality; Limited Liability; Transferability of Interests; Perpetual Succession; Common Seal; Floating Charges; Corporate Litigation; Security for Costs; Enforcing Judgments and Orders Against a Company.
6. Lifting the Veil - Disregarding Separate Legal Personality in all its manifestations whether by the Courts or by Statute or otherwise.
7. Corporate Contracts - Corporate Contracts: Form and Formalities; Oral, Written and Contracts under seal; The Requirement to have a Seal; Attestation of the Common Seal; Powers of Attorney; Pre-Incorporation Transactions; The Authority of Corporate Agents.
8. Authority of Corporate Agents and Capacity of Companies - Actual Authority of Corporate Agents; Ostensible Authority of Corporate Agents; Corporate Representations; The Indoor Management Rule/ Rule in Turquand’s Case. The abolition of the objects clause for ltds and conferment of full contractual capacity; Corporate Capacity and Ultra Vires for other types of companies with objects clauses; The Objects Clause; Substantive Objects and Ancillary Powers; Express and Implied Powers; Corporate Enforcement of Ultra Vires Contracts; Prevention of Ultra Vires Actions; Recovery of Money given Ultra Vires by a Company; Reform of the Doctrine of Ultra Vires.
9. Corporate Governance - The Division of Powers: Members and Directors; Delegation of Powers to Directors; The Resurgence of Members’ Powers; The Powers Retained by Members; Directions to Directors. Directors; Appointment of Directors; Disqualification and Restriction of Directors; Removal of Directors; Status and Remuneration of Directors. The Secretary: Appointment, Status, Functions and Duties. Auditors: Appointment, Qualifications; Removal, Resignation and Replacement, Rights and Liabilities.
10. Members’ and Directors’ Meetings - Members’ Meetings; Annual and Extraordinary General Meetings; Ordinary and Special Resolutions; Notice of Members’ Meetings; Notice of Business to be Conducted at a Meeting; The Quorum and Other Formalities; Voting at Members’ Meetings; Minutes of Members’ Meetings; Registration and Lodging of Resolutions; Decisions by Sole Members of Single-Member Companies; Informal Resolutions of the Members. Directors’ Meetings: Purpose of Directors’ Meetings; Notice of Directors’ Meetings; Meetings and Decisions by Sole Directors.
11. Duties of Directors and Others – To whom owed. Duties to creditors. General Duties of Directors at Common Law; The Nature and Source of Duties; The codification of fiduciary duties in the Companies Act 2014; The Exercise of Directors’ Powers; Directors’ Conflicts of Interests; Competition with the Company; Directors’ Duties of Care, Skill and Diligence; Directors’ Statutory Duties; Directors’ Duties on Insolvency; Reckless Trading; Criminal Fraudulent Trading; Civil Fraudulent Trading; Misfeasance.
12. Statutory Regulation of Transactions Involving Directors and Companies - Disclosures concerning Directors and Secretaries; Contracts Involving the Directors and the Company; Substantial Property Transactions; Loans, Quasi-loans, Credit Transactions, Guarantees and the Provision of Security In Favour of Directors and connected persons. The Summary Approval Procedure provided for by the Companies Act 2014.
13. Financial Statements - Books of Account; Introduction; Contents of the Books of Account; Location of the Books of Account; Form of the Books of Account - Inspection of the Books of Account; Liability for Failure to Keep Proper Books of Account. The Annual Accounts; Accounting Principles; Application to different sized companies; The Profit and Loss Account; The Balance Sheet; The Notes to the Accounts; The Directors’ Report; The Auditors’ Report; Group Accounts.
14. Investigations and Inspectors - Appointment of Inspectors; The Conduct of the Investigation; Powers of Inspectors; Minister’s Power to Impose Restrictions on Shares and Debentures; The Inspectors’ Report; The Costs of the Investigation; Other Investigations and Inquiries.
15. Shares and Membership – Introduction - Membership; Those who May Become Members; The Register of Members; Shares; The Legal Nature of Shares; Formal Requirements Relating to Shares; Allotment of Shares; Shareholders’ Rights and Duties; Classes of Shares; Conversion of Shares; Liens on Shares; Forfeiture and Surrender of Shares; Disclosure of Interests in Shares.
16. Share Transfer – Transferability and Restrictions; Directors’ Powers to Refuse Registration; Pre-Emption Rights on Share Transfer and Allotment; Compulsory Transfers of Shares; Compulsory Transfer of shares.
17. The Maintenance of Capital - The Rationale; Redemption of Shares; Acquisition by a Company of Its Own Shares; Assisting the Purchase of a Company’s Own Shares; Court Sanctioned Capital Reduction; Court Ordered Capital Reduction; Distributions and the Payment of Dividends; Miscellaneous Capital Maintenance Rules; Meetings On A Serious Capital Loss.
18. Shareholders’ Remedies – Minority Shareholder Protection - Oppression: Section 212 of the Companies Act 2014; Disregarding Members’ Interests; “Affairs of the Company” and “Powers of Directors”; The Rule in Foss Harbottle; Derivative Actions and Exceptions to Foss v Harbottle.
19. Debentures and Charges – Debentures. Transfer of Debentures; Secured Debentures: Mortgages and Charges; Mortgages and Fixed Charges; Fixed Charges on Book Debts; Floating Charges; Negative Pledge Clauses; Events Which Affect Assets Subject to Floating Charges; Crystallisation of Floating Charges; The Causes of Crystallisation; The De-Crystallisation of Floating Charges; Retention of Title Clauses Which Constitute Charges.
20. Registration of Charges - The Register of Charges; The Consequences of Non-Registration; The Conclusiveness of the Register of Charges; Registrable Charges. The two-stage registration procedure provided for by the Companies Act 2014; Judgment Mortgages; Non-Registrable Charges; Charges Over Property Outside of the State; Charges Created by Foreign Companies; Late Registration of Registrable Charges.
21. Receivers - Appointment of a Receiver; Duty Owed by Debenture Holders; Qualifications of Receivers; Resignation and Removal of Receivers; The Effect of the Appointment. The Status of a Receiver; The Duties of Receivers; Liabilities of Receivers; The Powers of Receivers.
22. Examinerships and Schemes of Arrangement – The Appointment of an Examiner; The Effects of Court Protection; The Position of Creditors; The Powers of Examiners. The Examiner’s Reports and Schemes of Arrangement; Examiner’s Remuneration, Costs and Expenses. Schemes of Arrangement; Arrangements & Reconstructions; The Court’s Power to Sanction an Arrangement.
23. Winding-Up and Striking Off Companies - Members’ Winding Up; Creditors’ Voluntary Winding Up; Compulsory Court Winding Up. Voluntary Liquidators; Provisional Liquidators. Official Liquidators. Striking Off the Register; Restoration to the Register of Companies.
24. Matters Arising in a Winding- Up - Powers to Obtain Information; Examination. Powers of Civil Arrest; Freezing Corporate Assets in a Liquidation; Preventing Execution, Attachment of Property and Judgment Mortgages; Disclaiming Onerous Property. Post-Commencement Dispositions; Fraudulent Preference; Fraudulent Dispositions of Property; Invalidating Certain Floating Charges; Contribution by Related Companies to the Assets; Pooling the Assets of Related Companies; The Distribution of Corporate Assets, Priorities.

Statutes

Candidates should note that they must be familiar with, and may take into the examination unmarked copies of the following:

• The Companies Act 2014
• Companies (Accounting) Act 2017
• Companies (Amendment) Act 2017
• The Companies (Statutory Audits) Act 2018
• The Companies (Amendment) Act 2019
• The Companies (Miscellaneous Provisions) (Covid-19) Act 2020

or

• Bloomsbury Professional’s Companies Act 2014 (most recent edition)

Candidates should be familiar with company case law. Candidates should also be familiar with all EU Directives and Regulations on Company Law currently adopted and implemented in Ireland and have an awareness of relevant Directives and Regulations awaiting implementation.

Recommended reading

Any of the following texts:

• Courtney, The Law of Companies 4^th Ed, (2016) Bloomsbury Professional.
• Hutchinson, Keane on Company Law 5^th Ed, (2016) Bloomsbury Professional.

Supplemental reading

• Courtney (ed), Bloomsbury Professional’s Guide to the Companies Act 2014, (2015) Bloomsbury Professional. (Please note that this publication cannot be brought into the examination as it contains commentary on the legislation).
• Courney & Curtis, Bloomsbury Professional’s Company Law Guide 2017 (2017) Bloomsbury Professional.
• Thuilier, Company Law in Ireland, 2^nd, (2015) Clarus Press.
• Cahill, Company Law Compliance and Enforcement, (2008) Bloomsbury Professional.
• Lynch Fannon Murphy, Corporate Insolvency and Rescue, 2^nd Ed; (2012) Bloomsbury Professional.
• Ussher, Company Law, (1986), Sweet & Maxwell.

Candidates should consult articles and notes in leading journals of relevance to the syllabus and current editions of English texts such as those by Gower and Davies, Principles of Modern Company Law, 10^th Ed., (2016) Sweet & Maxwell.