Corporate Law-II
Hidayatullah National Law University · LL.B. Semester 6 · LLB-C-604
Unit I — Corporate Management (Classes: 18)
Corporate Meetings and Resolutions: Requisites of a Valid Meeting · Proxy Advisory Firms and their Role · Directors: Concept, Legal Position, and Types (Independent, Shadow, De-facto) · Managerial Personnel: Appointment, Powers, Duties, and Liabilities · Governance Practices: Ethical Code for Independent Directors
- Meetings Kinds of Meetings Types of Resolutions; Notice, Quorum, Poll, Chairman, Proxy; Meeting and Agenda; Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot; Circulation of Members' Resolutions etc.; Signing and Inspection of Minutes
- Directors DIN, Types of Directors; Appointment/ Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, Duties of Directors; Rights of Directors; Register of directors and key managerial personnel and their shareholding Loans to Directors; Disclosure of Interest; Declaration by the Directors; Loan and investment by company
- Board constitution and its powers Board composition; Restriction and Powers of Board; Board Committees — Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees
- Appointment and remuneration of managerial personnel
Unit II — Corporate Abuses and Remedies (Classes: 10)
Majority Powers vs. Minority Rights · Principles of Non-Interference (Foss v. Harbottle) · Oppression and Mismanagement: Legal Safeguards · Class Action Suits under Companies Act, 2013 · Role of Tribunals, Special Courts, and Government Authorities
Unit III — Corporate Governance (Classes: 10)
Evolution and Scope of Corporate Governance · Recommendations of Key Committees (e.g., Kumar Mangalam Birla, Cadbury) · Models and Principles of Corporate Governance · Corporate Governance under Companies Act, 2013 and SEBI Regulations · Evolution and Scope of Corporate Governance
Unit IV — Corporate Social Responsibility (CSR) (Classes: 8)
CSR: Concept, Historical Background, and Legal Framework · CSR Provisions under Companies Act, 2013 · CSR’s Role in Addressing Corporate Frauds
Unit V — Corporate Breakdown and Insolvency (Classes: 14)
Introduction to Corporate Insolvency · Winding Up, Liquidation, and Dissolution · Modes of Winding Up: Voluntary and Tribunal Initiated · Liquidators: Appointment, Powers, and Functions · Removal of Names from the Register of Companies