Corporate and Securities Laws-LLM-Osmania University

Corporate and Securities Laws

SEMESTER-I

PAPER-I

SCHOOLS OF JURISPRUDENCEJurisprudence It is a branch of philosophy, that discusses the legality of Law. Oppenheimer v Cattermole (1976), the court considered the question of whether a Nazi law was so iniquitous that it should refuse to recognise it as a law, thus raising the connection between the concepts of law and morality. AND THEORIES OF LAW (Common Paper for All the Branches)

UNIT-I

Nature and scope of Jurisprudence – Classification of Jurisprudence into Schools-Salient features of Analytical, Historical, Philosophical and Sociological Schools.

UNIT-II

Meaning of Positivism-Analytical positivism of Bentham and Austin-Kelsen’s Pure Theory of LawLaw Positive command of sovereign or divine. One can be ruled either by a Statute, a Statue, or a Statement. Legislation is the rule-making process by a political or religious organisation. Physics governs natural law. Logical thinking is a sign of a healthy brain function. Dharma is eternal for Sanatanis.-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.

UNIT-III

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.

UNIT-IV

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 ContractContract An agreement enforceable by law is a contract. All agreements are contracts if they are made by the free consent of parties competent to contract, for a lawful consideration and with a lawful object, and are not hereby expressly declared to be void. Indian Contract Act. theories-Stammler and Natural Law with variable content-Fuller and the MoralityMorality Mental frame. It can be high morality or low morality, savage morality or civilised morality or Christian morality, or Nazi morality. Decent Behaviour is acceptable norms of the nations. Christian morality starts with the belief that all men are sinners and that repentance is the cause of divine mercy. Putting Crucified Christ in between is the destruction of Christian morality and logic. Now morality shifted to the personal choice of Jesus. What Jesus did is 'good'. The same would be the case of Ram, Krishna, Muhammad, Buddha, Lenin, etc. Pure Human Consciousness degraded to pure followership. There exists no proof the animals are devoid of morality. of Law-Hart on Natural Law-Finnis and Restatement of Natural law-Positivists and Naturalists debate.

Suggested Readings:

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.

PAPER –II

LAW ON CORPORATE CONTRACTS

Unit – I
Meaning of Intellectual Property Rights – General framework of IPR Laws in IndiaIndia Bharat Varsha (Jambu Dvipa) is the name of this land mass. The people of this land are Sanatan Dharmin and they always defeated invaders. Indra (10000 yrs) was the oldest deified King of this land. Manu's jurisprudence enlitened this land. Vedas have been the civilizational literature of this land. Guiding principles of this land are : सत्यं वद । धर्मं चर । स्वाध्यायान्मा प्रमदः । Read more – 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 MediationMediation It includes a process (ICC Mediation Rule), whether referred to by the expression mediation, pre-litigation mediation, online mediation, community mediation, conciliation or an expression of similar import, whereby parties attempt to reach an amicable settlement of their dispute with the assistance of a third person referred to as mediator (Indian Law), who does not have the authority to impose a settlement upon the parties to the dispute. The process is private and confidential. The process ends when a settlement has, or has not, been reached. Read more – 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 EvidenceEvidence All the means by which a matter of fact, the truth of which is submitted for investigation, is established or disproved. Bharatiya Sakshya (Second) Adhiniyam 2023 , 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

Suggested Readings:

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.

SEMESTER-II

PAPER-III

Modern Company Law

Unit-I:

Company-History and evolution- History of Company law in EnglandEngland In England, the Parliament was originally an advisory body summoned to consult with the monarch, and the courts exercised delegated royal powers, as “lions beneath the throne”. 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

Unit-II:

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.

Unit-III:

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.

Suggested Readings:

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

PAPER IV

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.

Unit-IV

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.

Suggested Readings:

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.

SEMESTER-III

Paper V

Legal Research Methodology

Unit-I:

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.

Unit-II:

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.

Unit III:

Research tools and techniques for collection of data-Observation -Questionnaire-Schedule-Interview-Sampling techniques-Types of sampling. Formulation of Research Problem-Hypothesis-Research Design.

Unit-IV:

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.

Suggested Readings:

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.

PAPER VI
LAW OF BANKING & NEGOTIABLE INSTRUMENTS

UNIT-I
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

UNIT-II

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.

UNIT-III

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

UNIT-IV
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.

Suggested Readings:

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.

SEMESTER-IV

PAPER- VII

CORPORATE AND SECURITIE LAWS

Unit-I
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.

Unit-II
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 JurisdictionJurisdiction Authority by which courts receive and decide cases. Limited Jurisdiction: the authority over only particular types of cases, or cases under a prescribed amount in controversy, or seeking only certain types of relief, the District Court is a court of limited jurisdiction. Original Jurisdiction: Jurisdiction of the first court to hear a case., Position under the Finance Act

Unit-III
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

Unit-IV

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.

Suggested Readings:

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.

Paper VIII

Indian Constitutional Law: The New Challenges

UNIT-I

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.

UNIT-II

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.

UNIT-III

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

UNIT-IV

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

Suggested Readings:

1. H. M. Seervai, Constitutional Law of India (in 2-Volumes),Universal Book Traders, New Delhi.

Corporate and Securities Laws 14

2. Granville Austin, Indian Constitution-Cornerstone NationNation A collective consciousness, founded in ancient origin within a geographic area, with definite history and heritage, culture and way of life, language and literature, food and clothing, coupled with a deep understanding of war and peace is to be known as a nation. Rasra is the Vedic word for it., 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.

Paper IX:

DISSERTATION

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.