CORL302 | Corporate Law II

This course – scheduled in the term succeeding corporate law 1 – aims to cover a broad range of contemporary issues in (Indian) corporate law.

Recall that corporate law 1 (last term) had broadly covered issues related to foundation, formation, finance and governance (including directors’ duties). This means that corporatelaw 1 broadly captured the significant part of the life cycle of corporate entities.

This course builds upon the foundation of corporate law 1. This course deals with three sophisticated aspects in the domain of corporate law – insolvency, competition law and M&A (i.e. mergers and acquisitions). The rationale behind the choice of these aspects is set out below.

Firstly, whilst insolvency law is increasingly important in the world of corporate entities, M&A constitutes one of the most significant practical work undertaken by corporate lawyers.

Secondly, there are two critical reasons behind M&A decision making of corporate entities – (a) tax; and (b) competition.

Whilst tax aspects are covered elsewhere in the BA LLB Hons programme of mandatory courses, the aim of this second course on corporate law is to comprehensively cover the  rubrics of M&A and competition law.

This is a core course mandated by the Bar Council of India. A la corporate law 1, the methodology adopted for the course builds upon at least two foundation courses –jurisprudence and legal methods.

The approach of the course is that of a synthesis between theory (jurisprudence) and practice.

In terms of jurisprudence, the methodology of the course is that of an amalgamation of ‘exclusive legal positivism’ and ‘law and economics’ – both of which were extensively covered in corporate law 1.

The choice of materials is a mix of statutes, case laws and secondary readings as identified below.

The statutory materials primarily include enactments such as the Insolvency and Bankruptcy Code 2016, the Companies Act 2013, Competition Act 2002, Securities Contract Regulation Act 1956 and Securities and Exchange Board of India Act 1992. The course will rely upon relevant statutory instruments (rules, regulations and circulars) issued in terms of these statutes.

The pedagogical method will consist of lectures and class participation based upon assigned The course deals with relevant case laws and current developments. Whilst it is not the primary focus of the course, wherever relevant, it compares the Indian legal regime with that of the US, the EU and the UK.

The layout of the course involves readings foundational materials in first few weeks followed by advanced readings.