Corporate Law

THE SYLLABUS FOR CORPORATE LAW

I. Formation, Registration and Incorporation of company
a. Nature and kinds of company
b. Promoters: Position, duties and liabilities
c. Mode and consequences of incorporation,
d. Uses and abuses of the corporate form, lifting of corporate veil,
e. Memorandum of Association, alteration and the doctrine of ultra vires,
f. Articles of association, binding nature, alteration, relation with memorandum of
association, doctrine of constructive notice and indoor management- exceptions.

II. Capital Formation of Regulation
a. Prospectus: Issues, contents, Kinds, liability for misstatements, statement in lieu
of prospectus,
b. The nature and classification of company securities,
c. Shares and general principles of allotment,
d. Statutory share certificate, its objects and effects,
e. Transfer of shares, restriction of transfer, relationship between transferor and
transferee, issue of share at premium, role of public finance institutions.
f. Share capital, reduction of share capital,
g. Conversion of loans debentures into capital,
h. Duties of court to protect interests of creditors and shareholders.
i. Debentures, kinds, shareholders and debenture holders, remedies of debenture
holders.

III. Corporate Administrative
a. Directors – kinds, powers and duties,
b. Insider trading,
c. Meetings kinds and procedure,
d. The balance of powers within companies - Majority control and minority
protection, Prevention of oppression, and powers of court and central government,
e. Emerging trends in Corporate social responsibility, legal liability of company -
civil, criminal, tortuous and environmental.

IV. Winding up of Companies
a. Kinds, consequences and reasons of winding up,
b. Role of the court,
c. Liability of past members,
d. Payment of liabilities,
e. Reconstruction and amalgamation.


Yes Corporate Law, many of us are scared for this subject, mainly due to the fact that it is very vast.
Problem areas of this Subject- AK Jain barely covers anything.
What it however covers is the introductory note, registeration, MOA, AOA, duties of directors, rule laid down in Foss v. Harbottle (oppression and mismanagement), winding up.
So ultimately if you see, it covers unit one, then it covers, promoters, duties of directors, and kinds of windingup. So you can see the whole course is not covered.

To cover the syllabus the following books may be used:-
1. Avtar Singh (FAT BOOK)
2. N.D.Kapoor (FAT BOOK)
3. R.K.Bangia (relatively small)
4. Avtar Singh (abridged version)
5. N.D. Kapoor (abridged version)

6. Maams Class notes are extremely exhaustive and well prepared, those who have all the notes may study from those. On a personal note, few topics dealt by maam are much better than in the books itself.


All the best!