Corporate Laws -I (Company Law)
Maharashtra National Law University, Aurangabad · LL.B. Semester 5
Unit I — Company Form and Structure
Corporate Personality-Concept, Theories of Corporate Personality –Jurisprudential aspects, Company – Definition, Nature, Characteristics, Classification/Types of companies, Doctrine of piercing the corporate veil – Statutory exceptions and Judicial interpretations, Promotion of companies – Legal position of Promoters, Duties and Liabilities, Pre-incorporation Contracts
Unit II — Registration and Incorporation
Memorandum of Association – Importance and Contents, Articles of Association – Significance Doctrine of Ultra Vires – Applicability, consequences, Doctrine of Constructive Notice – Rule of presumption, Doctrine of Indoor Management – Concept & exceptions, Prospectus -meaning, issue and kinds
Unit III — Corporate Fund Raising
Share/Equity Capital – Meaning and Nature of Shares, Kinds of Shares, Rights issue, Bonus Issue - Rationale, mechanism, Allotment –Principles & procedure, Debenture/Debt Capital – Concept, Meaning and Kinds, Debenture Trustee, Debenture Trust Deed, Shareholder vis-à-vis Debenture holder
Unit IV — Directors
Directors – Meaning, Types, Appointment, Qualifications and Removal of Director, Legal Position of Directors, Powers and Duties of Directors
- 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
Unit V — Meetings
Meetings – Kinds and Requisites of valid meeting
Unit VI — Oppression and Mismanagement and Winding UP
Protection against Oppression and Mismanagement, Winding up and methods of winding up, Powers and duties of liquidators