Welcome to the 2011-2012 course on “Indian Business Law”.
I. Topics and Readings
The broad topics that would be covered in this course are listed at the end of this syllabus. The syllabus is not meant to be rigid, and some topics may be modified depending on the progress we make during the course and the interest demonstrated by students in any specific areas.
The reading assignments for each class would essentially consist of academic and practitioner articles on areas of Indian business law and relevant statutory provisions as well as case law. Since there exists no text book or other material that covers the breadth of this course, different sets of readings will be assigned for each class. A tentative reading list is set out in the topics list at the end of this syllabus. At least one week prior to each class, we will post a set of final readings on IVLE. A hardcopy of such materials will also be made available.
In addition to the readings assigned for each class, you may also refer to general repositories of information on Indian law that are listed below. These are not part of the readings, but are designed towards enhancing your understanding of the Indian legal system and to further any research interests that some of you may have in areas of Indian business law:
1. Asian Legal Information Institute: http://www.asianlii.org/resources/221.html
Asian LII database, which covers Parliamentary law, Law Commission of India reports and case-law from the Supreme Court and several major High Courts
2. Center for the Advanced Study of India, School of Arts and Sciences, University of Pennsylvania: http://casi.ssc.upenn.edu/
The website contains recent academic writing on Indian issues, particularly with respect to the Indian economy.
3. Economic and Political Weekly: http://epw.in/epw/user/userindex.jsp
An Indian publication that contains articles by academics, researchers, policy-makers and independent thinkers on Indian issues.
4. Indian Corporate Law Blog: http://indiacorplaw.blogspot.com/
A blog containing a periodic review of topics of interest in corporate and business law that impact India.
5. Law and Other Things: http://lawandotherthings.blogspot.com/
A blog about Indian law, Courts and the Constitution.
6. Manupatra: http://www.manupatra.com/
An extensive database on Indian legal matters, which covers judgments of various courts as well as legislation. This site requires subscription, but can be accessed through the NUS Digital Library using your Net ID and password.
7. World Bank, Doing Business Survey (2011)
India Summary: http://www.doingbusiness.org/data/exploreeconomies/india/
It shows summary data for the Indian economy, and ranks India against 180 other economies applying key indicators
India Country Report: http://www.doingbusiness.org/~/media/FPDKM/Doing%20Business/Documents/Profiles/Country/DB11/IND.pdf
II. Course Methodology & Assessments
The course will be conducted through 12 weekly seminars. Students are requested to read the assigned materials in advance of the class in order to appreciate the class discussion, particularly because they relate to Indian laws which are likely unfamiliar to many students. The course methodology would follow a combination of lecture and class discussion, with the Socratic method exploited to the extent necessary.
Legal practitioners with India deal-experience will also be invited to address the class periodically so that you may benefit from their in-depth hands-on experience.
From the 3rd seminar (slated for 25 August 2011), a group of students will be assigned to make a brief presentation at the commencement of each seminar, which will be based on a question or hypothetical handed out during the previous week. This will count towards the continuous assessment as set out below.
The assessment for the course comprises the following:
1. A final in-class exam (70% of the consolidated marks) to be held on 25 November 2011. Students are free to carry any written or printed materials into the exam;2.
2. Continuous assessment (30% of the consolidated marks) under two categories:
(i) Individual (10%): Short written essay (no more than 1,200 words) on a topic to be determined in consultation with the course convenor. The essay is due 30 September 2011 (Week 7);
(ii) Group (20%): Written response and class presentation based on a question or hypothetical handed out a week in advance. The written response (no more than 1,200 words) must be uploaded on to IVLE latest by 12 noon on the day before the presentation. Each of the written response and class presentation will carry equal weightage.
III. Contact Information
If you have any questions or would like to discuss any matter, please feel free to contact us.
Office: FED #02-21
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TOPICS & READING LIST
11 August 2011
Overview of the Indian Legal System; Review of Economic Policies
1. Mahendra P. Singh & Surya Deva, The Constitution of India: Symbol of Unity in Diversity, (2005) 53 Yearbook of Public Law, Germany 649-686
2. Nirmalya Kumar, India Unleashed, 20 Bus. Strategy Rev. 4 (2009)
3. Randall Peerenboom, Law and Development in China and India: The Advantage and Disadvantages of Front-Loading the Costs of Political Reform, La Trobe University School of Law Legal Studies Working Paper Number 2008/15
4. The Tata-Singur Controversy: A Case Study. Relevant press reports from BusinessWeek (issue dated September 8, 2008) are:
For Tata in India: Industry vs. Farms;
Why Indian Farmers Are Fighting Tata’s Nano.
18 August 2011
Business Associations – I (Types of Entities, Incorporation, Legal Requirements)
1. Amit M. Sachdeva & Sachin Sachdeva, The Indian LLP Law: Some Concerns for Lawyers and Chartered Accountants
2. P.M. Vasudev, Capital Stock, Its Shares and Their Holders: A Comparison of India and Delaware
25 August 2011
Business Associations – II (Rights of Shareholders)
Relevant legislative provisions extracted in the seminar notes, together with the following:
1. V.B. Rangaraj v. V.B. Gopalakrishnan, AIR 1992 SC 453,  73 Comp. Cas. 201 (Supreme Court)
2. Mafatlal Industries Ltd. v. Gujarat Gas Co. Ltd.,  97 Comp. Cas. 301 (Gujarat High Court)
3. Smt. Pushpa Katoch v. Manu Maharani Hotels Ltd.,  131 Comp. Cas. 42 (Delhi High Court)
4. IL and FS Trust Co. Ltd. v. Birla Perucchini Ltd.,  121 Comp. Cas. 335 (Bombay High Court)
5. Western Maharashtra Development Corpn. Ltd. v. Bajaj Auto Limited, 154 Comp. Cas. 593 (Bombay High Court)
6. Messer Holdings Limited v. Shyam Madanmohan Ruia,  159 Comp. Cas. 29 (Bombay High Court)
7. Rolta India Ltd. v. Venire Industries Ltd.,  100 Comp. Cas. 19 (Bombay High Court)
8. Cyril Shroff & V. Umakanth, The Future of Options, The Economic Times(Feb. 2, 2002)
1 September 2011
Foreign Investment Regime – I (General)
1. Government of India, Consolidated FDI Policy(effective 1 April 2011)
2. Mark B. Baker, “Awakening the Sleeping Giant:” India and Foreign Direct Investment in the 21st Century, (2005) 15 Ind.Int’l & Comp. L. Rev. 389
3. David Carpenter, Foreign Investment in India(April 2005),
4. Eric Shabshelowitz, Opening for Business in India: Retailers’ Options, (2007) 31 SuffolkTransnat’l L. Rev. 165
5. Government of India, Discussion Paper on Foreign Direct Investment (FDI) in Multi-Brand Retail Trading(6 July 2010)
8 September 2011
Foreign Investment Regime – II (Specific types - Private Equity & Venture Capital, etc.)
1. Amelia Ames, Foreign Institutional Investment in India: What a Portfolio Manager Needs to Know About the Past, Present, and Potential Future of India, (2008) 4 B.Y.U. Int’l L. & Mgmt. Rev. 143
2. Swati Deva, Foreign Venture Capital Investment: The Indian Experience, 42 Int’l Law. 177 (2008)
3. Umakanth Varottil, Strategies for Host-Country Regulation of Hedge Funds: Lessons from India’s Approach, 11 Asian Law 113 (2009)
15 September 2011
Capital Markets/ Securities Regulation
1. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
2. Suchismita Bose, Securities Market Regulations: Lessons from US and Indian Experience
3. Rajiv Gupta, Recent Trends in India’s Capital Markets/ Reforms Made and Reforms Needed in India’s Capital Markets: Issues Facing U.S. Investors, 1650 PLI/Corp 85 (2008)
4. Sandeep Parekh, Integrated Disclosure - Streamlining the Disclosure Norms in the Indian Securities Market
22 September 2011
Break: Recess Week
29 September 2011
1. Clause 49, Listing Agreement
2. Vikramaditya Khanna, Corporate Governance in India: Past, Present and Future?, 1 Jindal Global Law Review 171 (2009)
3. Umakanth Varottil, A Cautionary Tale of the Transplant Effect in Indian Corporate Governance, 21 Nat. L. Sch. Ind. Rev. 1 (2009)
4. Umakanth Varottil, India’s Corporate Governance Voluntary Guidelines, 2009: Rhetoric or Reality?, 22(2) Nat. L. Sch. Ind. Rev. 1 (2010)
6 October 2011
M&A – I (Mergers & Corporate Restructuring)
1. Vineet Aneja, Cross-Border M&A in India, 19-SPG Int’l L. Practicum 53 (2006)
2. Raghav Sharma & Rajeev Vidhani, Law Relating to Cross Border Mergers Under Companies Act, 1956, Sebi Corp. L., 2009, at 2
3. Miheer H. Mafatlal v. Mafatlal Industries Limited, (1996) 87 Comp. Cas. 792 (Supreme Court of India)
4. Hindustan Lever Employees’ Union v. Hindustan Lever Limited, AIR 1995 SC 470 (Supreme Court of India)
5. In re Moschip Semiconductor Technology Limited, (2004) 120 Comp. Cas. 108 (Andhra Pradesh High Court)
13 October 2011
M&A – II (Acquisitions & Takeovers)
1. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
2. Shaun Mathew, Hostile Takeovers in India: New Prospects, Challenges, and Regulatory Opportunities, 2007 Colum. Bus. L. Rev. 800
3. Jairus Banaji, Thwartingthe Market for Corporate Control: Takeover Regulation in India, QEH Conference Paper (Oxford).
4. Afra Afsharipour, Rising Multinationals: Law and The Evolution of Outbound Acquisitions by Indian Companies, U.C. Davis Law Review (forthcoming, 2011)
20 October 2011
1. Larry, B., Jr, R., Hogan, E., Bhadha, C., & Dadrewala, J. (2008). Trade Secret Law and Protection in India. October, 20(10).
2. Lee, L. L. (2008). Trials and Trips-Ulations: Indian Patent Law and Novartis AG V. Union of India. Berkeley Technology Law Journal, 23(1), 281-313.
3. Taplin, Ruth. & Nowak, Alojzy Z. 2010 Intellectual Property, Innovation and Management in Emerging Economies / edited by Ruth Taplin and Alojzy Z. Nowak Routledge, London ; New York
4. Preface to Law Relating to Patents, Trade Marks Copyright Designs & Geographical Indications by Dr. B.L. Wadehra, 2004 (Third Revised Edition)
5. Article on Concept of trade mark under the Trade Marks Act 1999 and the protection of domain names under Indian law by Sharad D. Abhyanker and Nikhilesh Panchal in The New India, 2nd Edition published in 2001 by the International Financial Law Review
27 October 2011
Corporate and Commercial Dispute Resolution
1. Preeti Kundra, Looking Beyond the Dabhol Debacle: Examining Its Causes and Understanding Its Lessons, 41 Vand. J. Transnat’l L. 907 (2008)
2. Union of India (UOI) v. R. Gandhi, President, Madras Bar Association, MANU/SC/0378/2010(Supreme Court)
3. Sarah E. Hilmer, Did Arbitration Fail India or Did India Fail Arbitration?, 10(2) Int. A.L.R. 33 (2007);
4. Raghav Sharma, Sanctity of Foreign Awards: Recent Developments in India, 75(2) Arbitration 148 (2009).
3 November 2011
1. Niranjan Shankar Golikari v. The Century Spinning and Mfg. Co. Ltd., AIR 1967 SC 1098
2. Vishaka v. State of Rajasthan, AIR 1997 SC 3011
3. Ajay Bahl & Abhijit Joshi, Tax and Tax Structuring Considerations in Foreign Investment in India, 1650 PLI/Corp 31 (2008)
4. Nandan Nelvigi & Brendan McNallen, International Investment Gateways to India, Mondaq, Mar. 4, 2008
5. Double Taxation Avoidance Treaties Between India and Mauritius; Comprehensive Economic Cooperation Agreement (CECA) between India and Singapore
6. Union of India v. Azadi Bachao Andolan,  132 TAXMAN 373 (Supreme Court)
7. E*Trade Mauritius, Authority for Advance Rulings (Income Tax), New Delhi (22 March 2010).
10 November 2011
In the readings, you will come across certain terms pertaining to the Indian currency and numbers that many of you may not be familiar with. Those are briefly explained below:
“Indian rupee” or “rupee” or “Re.” is the legal currency in India. The plural is “Indian rupees” or “rupees” or “Rs.” As of July 2010, the Government has also chosen a symbol for the rupee:
As per the current conversion rates: US$ 1 = Rs. 45
S$1 = Rs. 37
(this is only an approximate amount, just to give you a general idea)
There are certain numerical expressions used in India (even in the business context) that are unique. Those are set out below:
“Lac” or “Lakh” – plural “Lacs” or “Lakhs”
Conversion: 1 Lac/Lakh = 100,000
10 Lacs/Lakhs = 1 million
“Crore” or “Cr.” – plural “Crores” or “Crs.”
Conversion: 1 Crore = 10 million