Corporate and Securities Laws
SCHOOLS OF JURISPRUDENCE AND THEORIES OF LAW (Common Paper for All the Branches)
Nature and scope of Jurisprudence – Classification of Jurisprudence into Schools-Salient features of Analytical, Historical, Philosophical and Sociological Schools.
Meaning of Positivism-Analytical positivism of Bentham and Austin-Kelsen’s Pure Theory of Law-Hart’s Concept of Law-Dworkin’s criticism-Hart-Fuller controversy-Hart-Devlin’s debate-Modern trends in Analytical and Normative Jurisprudence-Rawls and Distributive Justice-Nozick and the Minimal State.
Historical and Ancient Indian Jurisprudence-Savigny’s concept of Volksgeist-Contribution of Henry Maine; Economic theory of law-Views of Karl Marx and Friedrich Engles; Sociological theories of law- Contribution of Ihering-Contribution of Ehrlich-Duguit’s theory of Social Solidarity-Roscoe Pound’s Social Engineering and Classification of Interests-American and Scandinavian Realism-Critical Legal Studies Movement.
Theories of Natural Law-Meaning of Natural Law-History of Natural law – Greek origins-Medieval period-View of St.Thomas Acquinas-Period of Renaissance/Reformation-Grotius and International Law- Transcendental Idealism-View of Immanuel Kant”:Natural Law and Social Contract theories-Stammler and Natural Law with variable content-Fuller and the Morality of Law-Hart on Natural Law-Finnis and Restatement of Natural law-Positivists and Naturalists debate.
1. G.W.Paton: A Text book of Jurisprudence, 4th Edition; Clarendon Press, Oxford, 1972.
2. R.W.M. Dias, Jurisprudence. 5th Edition; Aditya Books Private Ltd., New Delhi, 1994.
3. W.Friedmann: Legal Theory, 5th Edition; Columbia University Press, New York
4. Dennis Lloyd: Lloyd’s Introduction to Jurisprudence, 6th Edition, Sweet and Maxwell, London, 1994.
5. Julius Stone: The Province and Function of Law; Associated General Publications Pvt. Ltd. Sydney.
6. Howard Davies and David Holdcraft: Jurisprudence: Texts and Commentary; Butterworths, London, Dublin, Edinburgh, 1991.
7. S.N.Dhyani: Fundamentals of Jurisprudence: The lndian Approach, 2nd Edition, Central Law Agency, Allahabad, 1997.
8. Edgar Bodenheimer: Jurisprudence; The Philosophy and Method of the
9. Rama Jois, Seeds of Modern Public Law in Ancient Jurisprudence, Eastern
10. Rama Jois, Ancient Indian Law-Eternal Values in Manu Smriti, Universal Law Publishing Co., New Delhi, 2002.
LAW ON CORPORATE CONTRACTS
Unit – I
Meaning of Intellectual Property Rights – General framework of IPR Laws in India – Copyright Act, Trademarks Act and Designs Act etc. -Contracts relating to transfer of IPRs – Licensing, Assignment, Sale and Mortgage etc. – Application of general Principles of Contract to IPR contracts – Breach of IPR contracts and Remedies therefor.
Unit – II
Alternative Dispute Resolution – Meaning of ADR – Evolution of ADR Mechanism – Advantages of ADR – Arbitration, Conciliation and Mediation – Salient features of Arbitration and Conciliation Act -Appointment and Removal of Arbitrators and Conciliators – Passing of Award – Section 89 of CPC. 1908 and Sections 10 and 11 of Indian Contract Act vis-a-vis ADR.
Unit – III
International Commercial Arbitration – Meaning and Definition -Application of Indian Contract Act 1872 to International Commercial Contracts and Arbitration Agreements – General Principles of Private International Law relating to International Commercial Arbitration -UNCITRAL Model.
Unit – IV
E-Commerce – meaning and nature – Salient features of the Information Technology Act, 2000 – Impact of the IT Act 2000 on Law of Contracts, Law of Evidence, Law of Crimes – Application of Intellectual Property Laws to Cyber Contracts – Cyber Offences – Breach of Cyber Contracts – Remedies – Fora for Redressal of Cyber Disputes-Infrastructural contracts- the International Federation of Consulting Engineers (FIDIC) approved contracts
1. Anson’s Law of Contracts – Clarendon Press, Oxford, UK.
2. TS Venkatesh Iyer – Law of Contracts, S Gogia and Company,Hyd.
3. Avtar Singh – LaW of Contracts, Eastern Book Company, Lucknow.
4. P.Narayanan, Intellectual Property Law. Ed, Eastern Law House,Kolkata,
5. W.R.Cornish, Intellectual Property: Patents, Copyright, Trade Marks and Allied Rights, Sweet and Maxwell, London.
7. Hillary E.Pearson & Miller CG, Commercial Exploitation of Intellectual Property, Universal Book Traders, New Delhi.
8. David Bainbridge, Intellectual Property, Pearson Education Limited, London.
9. B.L.Wadhera, Law Relating to Patents, Trademarks, Copyright,Designs & Geographical Indications, Universal Law Publishing Co. Ltd., New Delhi.
10. Prof. Willem Hoyng & Frank Eijsvogels, Global Patent Litigation,Wolters Kluwer, Bedfordshire, U.K.
11. Eric M.Dobrusin, Esq., Katherine E.White. intellectual Property Litigation: Pretrial Practice, Wolters Kluwer,Bedfordshire, U.K.
12. GB.Reddy, Intellectual Property Rights and the Law, Gogia Law Agency, Hyderabad.
13. Dr. Avatar Singh – Law of Arbitration and Conciliation including ADR system – Eastern Book Company – Lucknow.
14. Venu Gopal K.K – Justice Bachawat’s Law of Arbitration and Conciliation Including commercial, international and ADR
15. P.C.Rao & William – Alternative dispute resolution , Universal Law Sheffield Publishing Ltd.
16. ACCEPTANCE OF DEPOSITS BY
Corporate and Securities Laws 5
16. GK.Kwatra – The Arbitration and Conciliation Law of India (with case law on UNClTRAL model law on Arbitration). The Indian Council of Arbitration.
Modern Company Law
Company-History and evolution- History of Company law in England and India-The Convergence of Corporate Legal System in modern times – The Companies Act,1956-The Companies Act,2013 and its impact on corporate structure ,corporate governance and investor protection in India-LLP as a type of Corporate vehicle
Formation, Registration and Incorporation of company : Nature and kinds of company – Promoters: Position, duties and liabilities – Mode and consequences of incorporation, – Uses and abuses of the corporate form, lifting of corporate veil, – Memorandum of Association, alteration and the doctrine of ultra vires, – Articles of association, binding nature, alteration, relation with memorandum of association, doctrine of constructive notice and indoor management-exceptions.
Capital Formation : Prospectus: Issues, contents, Kinds, liability for misstatements, statement in lieu of prospectus- The nature and classification of company securities- SHARE CAPITAL AND DEBENTURES -General principles of allotment of Shares- Statutory share certificate, its objects and effects- Transfer of shares- Share capital, reduction of share capital-
COMPANIES -Duties of court to protect interests of creditors and shareholders-Debentures, kinds, remedies of debenture holders.
Unit – IV:
Corporate Administration : Directors – kinds, powers and duties- Insider trading- Meetings kinds and procedure- The balance of powers within companies – COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS- Majority control and minority protection, Prevention of oppression, and powers of court and central government- Emerging trends in Corporate social responsibility-legal liability of company – civil, criminal, tortious and environmental.
Winding up of Companies : Kinds, consequences and reasons of winding up-Role of the court, – Liability of past members- Payment of liabilities-Reconstruction and amalgamation-Role of NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL ( NCLAT ) – The Insolvency and Bankruptcy Code 2016 in relation to Corporate insolvency.
1. Avtar Singh : Indian Company Law
2. Shah S. M : Lectures on Company Law
3. Palmer – Company Law
4. Ramiaya: Guide to Companies Act
5. Gower: Principles of Modern Company Law
6. Indian Law Institute- Current Problems of Corporate Law 7.The Companies Act,2013 and Rules made these under
8. Chandratre, Acharya, Israni, Sethuraman, Compendium on SEBI, Capital Issues and Listing
9. Study Material on ADVANCED COMPANY LAW AND PRACTICE (MODULE 1 PAPER 1) published by ICSI available at https://www.icsi.edu/docs/webmodules/Publications/ACLP.pdf
LAW OF INSURANCE AND CARRIAGE
Unit – I
Nature of Insurance and types of insurance – definition of insurance -history – contract of insurance – classification of insurance contracts-Kinds of Insurance Policies – lnsura.ble Interest – Premium – Risk -Assignment.
UNIT – II
Role of insurance in Economic Development – Redressal of Consumer grievance – Role of the “OMBUDSMAN”- IRDA Regulations 2000 – Disclosures – The Insurance Act 1938 as amended by the lRDA Act 1999 – Constitution of IRDA and its powers and functions –IRDA Regulations- Role of IRDA on Insurance Companies-Redressal of Grievances by IRDAI
Unit – III
Special Doctrines relating to Insurance – Doctrine of Reinstatement -Doctrine of Subrogation – Doctrine of Contribution – Difference between contribution and subrogation – Proximity clause. Marine Insurance -Definition and nature of Insurance Contracts – Classification of Marine Insurance Policies – Marine claims – Voyage – Deviation – Perils of Sea – Warranties in Marine Insurance – Losses and abandonment – Relevant provisions of the Motor Vehicles Act.
Carriage of goods by road – Multinodal Transportation of Goods Act 1993- Law of Carriage by Sea – The Carriers Act 1865, The
Railways Act, 1899, The Air Act 1972, the Carriage by Sea Act, 1925.
1. K.S.N. Murthy and KV S Sarma: Modern Law of Insurance in India, N.M.Tripathi pvt. Ltd. Bombay.
2. Ravi Pulirani and 1ahesh Pulirani :Manual of Insurance Law, Bharat Law House Pvt. Ltd., New Delhi.
3. Brijnandan Singh: ew Insurance Law, University Book Company. Allahabad.
4. J. Nagar: The Hand Book of Insurance Regulatory and Development Authority,University Book Company, Allahabad.
5. B.C.Mitra: The Law relating to Marine Insurance, University Book Company, Allahabad.
6. E.R.Hardy Ivamy: General Principles of Insurance Law, Butterworths, London.
7. Michael Parkington: Insurance Law, Sweet and Maxwell, London.
8. Dr. Avtar Singh: Law of Carriage, Air, Land and Sea, EBC, Lucknow.
9. Journal of IRDA monthly since 2002.
Legal Research Methodology
Meaning of Research-Types of Research-Scientific Method-Social Science Research- Scope and importance of Legal Research-Concepts-Variables Definitions-Relevance of empirical research in law-Induction and Deduction-Case study.
Finding the Law-Sources of legal material including e-sources-Law reporting in India-Using a law library-Survey of available legal material-bibliographical search. Research Methods-Socio-legal research-doctrinal and non-doctrinal research.
Research tools and techniques for collection of data-Observation -Questionnaire-Schedule-Interview-Sampling techniques-Types of sampling. Formulation of Research Problem-Hypothesis-Research Design.
Data processing and analysis-Use of Statistics in the analysis and interpretation of data-Use of computers in Legal Research-Report writing. Legal Research and Law Reforms-Types of Research needed for Law Reforms-Analytical Research, Historical Research.
1. Goode & Hatt: Methods in Social Research:McGraw-Hill Book Company,Singapore 1981
2. C.R.Kothari: Research Methodology :Methods and Techniques,2″dEdition,WishwaPrakashan,NewDelhi,1995.
3. Wilkinson & Bhandarkar, Methodology and Techniques of Social Research,9th Edition, Himalaya Publishing Housing, Bombay-Delhi-Nagpur 1994.
4. Pauline V Young :Scientific Social Survey and research,3rd Edition,PrenticeHall,NewYork,1960.
5. B.N.Ghosh, Scientific Method and Social Research;4th Edition Sterling Publishers Private Limited,NewDelhi,1987.
6. S.K.Verma & Afzalwani, Legal Research and Methodology; ILI Publication, New Delhi,
7. Hans Raj, Theory and Practice in Social Research;4th Edition, Surjeet Publicatios,NewDelhi,1992.
LAW OF BANKING & NEGOTIABLE INSTRUMENTS
Historical background of Banking system – Evolution of Banks – Classification – Banks and other Financial institutions – Functions of Banks – Recent trends in Banking system-e-Banking system
Relationship between Banker and Customer – Definition – Rights and Duties – Special types of customers – Customer accounts – Overdrafts Bankers lien and combining of accounts – Appropriation of payments-Claytons Rule – Pass Book – Forgery, Negligence, Mistake, Wrongful endorsements – Legal protection to paying Banker and collecting Banker Lawful dishonour of Cheques – Effect of Wrongful dishonour of Cheques.
Kinds of negotiable instruments, Customary / Deemed Negotiable instruments – Essential features. Crossing of Cheques – Holder in due course and Holder for value – Liability of maker of Notes and acceptor of Bills Drawer of Cheques – Liability and discharge of Endorser -Consideration Effect of Endorsement – Accommodation Bills
– Discharge from Liability of Notes, Bills and Cheques. Noting and protest – Presumptions as to negotiable instruments-dishonour of cheques
Bank Guarantees – Kinds of Guarantees – Rights and Obligations of Bankers – Letters of Credit – Types of Letters of Credit – Advances secured by collateral securities – Advances against Goods and Documents of titles to Goods – Recommendations of committees in improving the Banking system RBI and its promotional role in relation to commercial Banks – Banking Regulation Act 1949 – The Securitisation and Reconstruction of Financial Assets and enforcement of security Interest Act, 2002-Salient features.
1. Sheldon: Practice and Law of Banking , Pitman Publn., Toronto.
2. Tannan: Banking Law and Practice in India , India Law House, New Delhi.
3. Lord Chorley and P.E.Smart: Leading Cases in the Law of Banking
4. Bashyam and Adiga , Bharat Law House, New
5. Arora & Kalra : All India Banking Law Judgements in 4 Vols,Punjab Law Agency, Delhi.
6. L.C.Goyle: Law of Banking and Bankers, Eastern
Law House, New Delhi.
CORPORATE AND SECURITIE LAWS
Securities Contracts (Regulation) Act, 1956 – Interpretation Clause – Meaning and Definition of Stock Exchange -Recognition of Stock Exchange – Contracts in Securities -Listing of securities – Securities Appellate Tribunal (SAT)- Constitution, Powers and Functions – Appeals from orders of SAT – Title to Dividends-Securities and Exchange Board of India Act, 1992 -Interpretation Clause-Establishment of the Securities and Exchange Board of India – Constitution,Powers and Functions – Registration of Stock Brokers , Sub-brokers ,& Share Transfer Agents – Prohibition of Manipulative and Deceptive practices-Inside Trading and Substantial Acquisition of Securities or Control-Adjudication of disputes- Appeals to Securities Appellate Tribunal,HCs & SC- Capital Markets regulations.
Depositories Act, 1996 – Definition of Depository Board and Beneficial Owner – Certificate of Commencement of Business – Rights and obligations of Depositories, participants, issuers and beneficial Owners
Competition Act, 2002- Applicability of the Act – Definitions –Prohibition of certain agreements – abuse of Dominant position and Regulation of combinations –
Corporate and Securities Laws 12
Competition Commission of India –Powers– Functions – Power of Central Government to supersede Commission -Penalties – Appeals – Competition Advocacy NCALT: Powers and Jurisdiction, Position under the Finance Act
Foreign Exchange Management Act, 1999 – Definitions – Regulation and Management of Foreign Exchange – Authorised Person – Contravention – penalties – adjudication and Appeal – FEMA Appellate Tribunal: Powers and Jurisdiction, Directorate of Enforcement : Powers and Functions
Non-banking finance Companies – Formation and regulation ofNBFC’s-Consumer Protection Act, 1986 – Salient Features – Definitions of complainant, Consumer, Manufacturer, Consumer Dispute, Service, Goods, Unfair Trade Practices – Liability of Companies to consumers- Basic Features of the GST Act,2017 Corporate Governance -International dimensions of Company. Law.
I. Palmer – Company Law.
2. Ramayya: Guide to the Companies Act, in three volumes,Wadhwa and Company, Nagpur.
3. Avtar Singh: Company Law, Eastern Book Company
4. H.K.Saharay: Principles and Practice of Company Law in India, Prentice Hall ofIndia Private Limited, New Delhi.
5. S.M.Shah: Lectures on Company Law, N.M. Tripathi Private Ltd. Bombay.
6. Chalesworth & Cain: Company Law, Geoffrey Morse,
7. L.C.B. Grover: The Principles of Modem Company Law, Stevens and Sons, London.
8. Pennigton: Company Law, Butterworths, London.Taxmann’s Publications Journal on SEBI and Corporate Laws.
9.Pahwa : Law relating to on-Banking financial companies B.K.Pahwa.
Indian Constitutional Law: The New Challenges
Concept of Federalism-Allocation of resources-Inter State Disputes -Central-State Relations-Special status of certain States-Concept of Secularism and religious fanaticism-Definition of State-Need for widening the definition in the wake of recent developments.
Right to Equality-its new dimensions-Protective Discrimination in the wake of privatization –gender Justice-Rights of third gender-Uniform Civil Code-Freedom of Speech and Expression -Right to broadcast and telecast-Right to Strike, Hartal and Bandh.
New regime of Constitutional Rights-Reading Directive Principles and Fundamental Duties in to Fundamental Rights-Theory of Emanation-Compensatory Jurisprudence-Right to Education-Right to Information-Right to wholesome environment- Doctrine of public trust
Institutional Dynamics-An overview of functioning of three organs of State with special reference to the Indian experience of post independence era – Separation of Powers, and theory of checks and Balances-Privileges and Immunities of Legislatures and their members-Judicial Activism and Judicial Accountability-Contempt of Courts-Political Morality and effect of Anti-defection Law
1. H. M. Seervai, Constitutional Law of India (in 2-Volumes),Universal Book Traders, New Delhi.
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2. Granville Austin, Indian Constitution-Cornerstone Nation, Clarendon Press, Oxford.
3. Constituent Assembly Debates (Official Report),(in 5 Books and 12 Volumes),Lok Sabha Secretariat, New Delhi.
4. B.Shiva Rao, Framing of the Indian Constitution (in 5-
Volumes),Indian Institute of Public Administration, New Delhi.
5. M.P.Jain, Constitutional Law of India, Wadhwa and Co., Nagpur.
6.Granville Austin, Working a Democratic Constitution: A History of the Indian Experience, OUP
7. Landmark and Recent Articles on relevant topics published in Standard Law Journals like Journal of Indian Law Institute, Indian Bar Review, All India Reporter and Supreme Court Cases & landmark judgments of Indian Higher Judiciary on the given topics.
LL.M. IV Semester students shall have to submit Dissertation on the topic approved by the concerned Committee before the expiry of the date as per the almanac in accordance with guidelines given below. Further the topics for thesis should be got approved before the expiry of the III semester. The candidates who fail to submit the thesis before the stipulated date will have to submit the same along with the next batch.
1. LL.M. IV Semester students shall prepare a synopsis on the topics allotted to them.
2. It must be approved by the Guide and be submitted to the concerned Principals in the first week, after commencement of LL.M. IV semester.
3. A Record shall be maintained by the students in which the
summary of study and the progress made by them shall be entered once in every 15 days and it is to be signed by the guide in approval of the same.
4. Thorough discussion shall be had by the students with the Guide at the end of the study, and the thesis shall be prepared on the lines indicated by the Guide.
5. The thesis shall correspond with the notes/record maintained by the Guide.
The thesis shall be equivalent to two theory papers, and there will be 200 marks out of which 160 shall be for evaluation and 40 shall be for viva-voce examination.