Corporate Law –II
Syllabus
1. 1. Introduction
2. 2. SEBI Act, 1992:
a. Establishment , functions and powers of the Securities Exchange Board of India
b. Establishment, jurisdiction and authority of Securities Appellate Tribunal
3. 3. Powers under the Companies Act, 1956 administered by SEBI: Section 55-A, Companies Act
A: Issue of Securities:
a. SEBI ( Issue of Capital and Disclosure Requirements ) Regulations, 2009
b. Unlisted Public Companies (Preferential Allotment) Rules, 2003
B. Issue of Corporate Debt Securities:
a. SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008
b. SEBI ( Issue and Listing of Debt Securities) Regulations, 2008
C. Delisting of securities:
a. SEBI (Delisting of Securities ) Guidelines, 2003
b. SEBI (Delisting of Equity Shares) Regulations, 2009
4. 4. Derivative Trading in India
5. 5. Effective Corporate Governance:
a. SEBI ( Prohibition of Insider Trading) Regulations, 1992
b. SEBI (Prohibition of Fraudulent & Unfair Trade Practices relating to Securities Markets) Regulations, 2003
6. 6. The Depositories Act, 1996
7. 7. The Securities Contracts (Regulations) Act, 1956; Listing agreement
8. 8. Corporate Investigations
9. 9. Corporate Restructuring
a. Provisions of Companies Act
b. SEBI (Substantial Acquisition of Shares & Takeovers)Regulations, 1997
c. Combinations under Competition Act, 2002
Suggested topics:
1. Public issue: IPO/FPO
2. Debt securities: convertible/non-convertible
3. Role of merchant banker
4. Promoters: their group and contribution
5. Derivatives: legal aspects
6. Investigations into affairs of companies
7. Corporate restructuring
8. Analysis of provisions relating to combinations under Competition Act
9. Preferential allotment
10. Private placement
11. Unfair practices in issue of securities
12. Primary & Secondary markets
13. Indian Depository Receipts
14. Insider trading
15. Role of depositories