Week 1: Introduction to Company Law1. Rationale of Company Law
2. Sources of Company Law
3. Key Terms and Expressions
4. Overview of Companies Act, 2013
Week 2: Characteristics of a Company1. What is a Company?
2. Separate Legal Personality
3. Limited Liability and Asymmetry in Risks and Rewards for Shareholders and Creditors
4. Theories of ‘Owner Shielding’ and ‘Entity Shielding’
5. Delegated Management, Transferability of Shares, Raising Finances and Perpetual Succession
Week 3: Doctrine of Lifting the Corporate Veil and Theories of Corporate Personality1. Doctrine of Lifting the Corporate Veil
• Concept, Rationale and Effects
• Case Studies
• Statutory Remedies
2. Theories of Corporate Personality
• Basis and Dimensions
• Concession Theory, Aggregate Theory, Realist Theory, Corporate Nominalism and Corporate Realism
Week 4: Legal Position of a Company and Comparison with Other Business Organizations1. Fundamental Rights of Companies
• Conceptual Overview
• Cases
2. Comparison of Company with Other Business Organizations
• Partnership, Limited Liability Partnership, Hindu Undivided Family, Corporation, Enterprise, Cooperative, Special Purpose Vehicle and Sole Proprietorship
Week 5: Kinds of Company • Basis of Classification of Companies
1. Mode of Incorporation
2. Liability
3. Ownership
4. Nationality
5. Control
6. Access to Capital
7. Number of Members
8. Size
9. Other Companies
Week 6: Company Constitution (Part I)1. Memorandum of Association (MoA): Contents, Alteration and Form
2. Articles of Association (AoA): Contents, Form and Alteration
3. Soft Law Aspects of Company Law
4. Effects of MoA and AoA
5. Difference between MoA and AoA
6. Doctrine of Ultra Vires
• Objects Clause, Rationale and Scope of the Doctrine
• Case Laws
• Effects and Exceptions
Week 7: Company Constitution (Part II)1. Doctrine of Constructive Notice
• Concept, Legal Fiction and Functions
• Cases and Effects
2. Doctrine of Indoor Management
• Basis, Operation and Function
• Cases and Exceptions
• Comparison with Constructive Notice
Week 8: Formation of Company and Prospectus1. Promoter
• Who is a Promoter?
• Promoter as an Entrepreneur
2. Formation of Company
• Pre-incorporation Contracts, Registration and Incorporation of Company and Commencement of Business
3. Prospectus
• Meaning, Functions, Essentials, Public Offer & Private Placement
• Kinds and Contents
• Liability for Mis-statement
Week 9: Shares, Debentures and Dividends1. Shares
• Meaning, Nature and Features
• Capital – Different Kinds
• Preference Shares – Types and Redemption
• Equity Shares – Differential Voting Rights (DVRS) and Kinds of Equity Shares
2. Debentures
• Characteristics and Classification
• Rights of Debenture Holders
• Advantages and Disadvantages of Debentures
• Difference with Shares
3. Dividend
• Concept and Sources of Dividend
• Principles for Distribution of Dividend
Week 10: Corporate Governance (Part I) 1. Directors
• Concept and Legal Position
• Duties, Liability and Qualification
• Appointment, Removal and Powers
2. Meetings
• Concept and Role
• Kinds of Meetings
• Reality of Shareholder Participation in Meetings of Public Companies
Week 11: Corporate Governance (Part II) 1. Corporate Social Responsibility (CSR)
• Background, Rationale and Dimensions
• Legal Framework
2. Majority and Minority Shareholders
3. Oppression and Mismanagement
4. National Company Law Tribunal (NCLT) and Appellate Tribunal (NCLAT)
• Introduction and Rationale
• Legal Framework
• Constitutionality
Week 12: Insolvency and Winding Up
1. Key Concepts
2. Legal Framework under Insolvency and Bankruptcy Code 2016
3. Corporate Insolvency Resolution Process (CIRP)
4. Liquidation of Companies
5. Cases
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