Corporate Laws- II (Capital Markets and Securities Law)
Maharashtra National Law University, Aurangabad · LL.B. Semester 6
Unit I — Introduction to Capital Markets, and SEBI
The present module would introduce to students about the nature of financial instruments in capital markets. The role of SEBI and other regulatory bodies. An overview related legislations will be studied. The students would be able to understand the nature of financial instruments, types of capital markets, role and functions of regulatory and adjudicatory bodies in detail. Capital Markets, in Introduction to Financial Markets and financial products, Instruments and Security Laws; Nature of Money and Commodity Markets; Collective Investment Schemes Overview of the legislations like, Securities Exchange Board of India (SEBI Act, 1992; Securities Contract Regulations (SCR Act) ,1956; Depositories Act,1996. Role, power, and responsibility of SEBI to prevent deceptive practices in capital markets both in debt and equity markets.
Unit II — Reconstruction of Companies &Take over’s
Module II is on restricting of companies both internal and external reconstructions. The provisions of the Companies Act 2013 and Takeover Code 2011, Power of SEBI are dealt in detail. Case studies would be conducted on the basis of landmark judgments. Reconstruction and Arrangements of companies has vital role in capital markets, the module two analyses the compromises, Amalgamation in securities law and its impact on the capital market. Legal and other issues would be discussed with the help of landmark cases. Compromises, Reconstruction, Amalgamation under Companies Act, 1956 & 2013; Forced Mergers and Valuation of Securities; Demergers; SEBI Takeover Code, 2011; Direct Acquisition and Indirect Acquisitions; Legal Issues in Acquisition of Shares; Corporate Governance (Listing Agreement).
Unit III — Legal Aspects of Derivatives
Derivatives are one of the financial instruments in the capital market. It is included in the · definition of securities in the Securities Contract Act, of 1956. Derivatives are part of a special segment of Capital and Securities Market in India. The present module would study the modes of investments through derivatives, their regulations and other related issues. Study on Derivatives Market; Legal Regulation of Derivatives and SCR Act; Trade in securities; Corporate Markets; Restrictions on Trade in Securities; Prohibition on Trade in Securities.
Unit IV — Collective Investment Schemes and Securities Fraud
Collective Investments schemes of 21st century has seen various the securities fraud like, sat yam, Sarada and PACL frauds. Collectives Investment Schemes are part of the definition of Securities under SCR Act 1956 and regulated by various other rules, regulations. It is necessary to study the nature, impact of these schemes in securities market in general and in particular Securities Market. The present module is on the regulation of Collective Investment Schments and remedies to the investor provided under different laws and regulations. SEBI- Corporate Fraud; SEBI- Prohibition on Fraudulent acts, Insider Trading Regulations -2015
Unit V — Legal aspects of Mutual Funds
Mutual fund is one the financial instrument meant for small investors and tax saving mechanism. The regulation of these markets are covered by various regulatory bodies. The present module is on the basic overview on the regulation of MFS in India. Regulation of Mutual Funds and Legal Aspects; Investment Modes on Indian Securities Market; Regulation of Mutual Funds and; Real Estate Mutual Funds; Investor Protection, Legal Issues and role of regulatory bodies.
Unit VI — Law on Alternative Investment Funds and Angel Funds
Due to advancement of technology, the method of investment in innovations has seen new windows for investment. Project finance, Private debt equity, Angel Investors and other related investments are dealt in this module. Alternative Investment Funds, Venture Capital Funds, Angel funds, Investors, Alternative Investment funds) Types of Alternative Investment Funds; SEBI and startups; Project finance/ Private equity; Private debt equity; Public and private placement for (Angel and crowd funding)
Unit VII — Enforcement of Security Interest
Where borrowers are unable to repay debts, the modes of recovery of debt is through civil courts. However, the law has evolved various other modes for creation of security interest and its enforcement in securities law. A brief study of this financial instrument would be covered in this module. Enforcement of Security Interest, Rights of Borrowers and Creditors, Creditor and Debtor Behavior, Assets Reconstruction Company, Acquisition of shares, consortium agreement, and overlapping of judicial jurisdiction.
Unit VIII — Foreign Investment and Foreign Capital
Investment in India by foreign institutional investors through ADR, GDR and other financial instruments would be covered in this module. Recent developments of FDI would be · covered. Interest and rights in Securities, Foreign Direct Investment; Global Depository Receipts, American Deposit Receipts, and IDR’s; Foreign Institutional Investment, FDI Policy; Public Issue/Public Offer, IPO Grading; Sectoral Regulation; RBI Guidelines/ other regulating bodies.