CV PREP (ILLUSTRATIONS)

A. Internships

INTERNSHIPS (IN REVERSE CHRONOLOGICAL ORDER)

 Luthra and Luthra Law Offices, Law Firm, Mumbai [September –

October 2014; 3 weeks]
 Researched on removal of directors in a private company under
Companies Act, 2013.
 Researched on transfer of actionable claims under the Transfer of
Property Act, 1882.
Try to think of all the possible questions that may come from this. For instance:-
1. Removal of directors in a private company under Companies Act,
2013.
Under the Companies Act, 2013, removal of directors may take place either by
shareholders or by the Company Law Tribunal. Section 169 recognises the inherent
right of shareholders to remove directors appointed by them. I was asked to research
on the procedure that needed to be followed to remove a director.
Is there any difference between removal of directors in public companies and that of
private companies?
No. There is no difference as Section 169 says ‘company’ and does not specify public
or private. Therefore, the procedure to be followed is the same.
What is the procedure?
Section 169 stipulates that the shareholders may remove a director by passing an
ordinary resolution to that effect. However, special notice under Section 115 is a pre-
requisite under Section 169.
However, directors which are appointed by the Tribunal and directors appointed by a
system of proportional representation cannot be removed by procedure under Section
169.
Once the special notice is sent to the Director concerned, he is entitled to be heard on
the resolution at the meeting. The Director may choose to make his representation in
writing and have it sent to the members of the Company. In case the copy of the
representation cannot be sent due to insufficient time or because of a default by the
company, the Director may make an oral representation at the meeting.
The rights of the Board of Directors to remove a director do not affect the right of
shareholders to remove directors under Section 169. The BOD removes them in their
capacity as BOD and not as shareholders.
Directors may also be removed by the Tribunal under Section 242, provided that an
application to remove the director on grounds of oppression and mismanagement has
been made under Section 241.
2. Transfer of actionable claims under the Transfer of Property Act,
1882.
What is an actionable claim?
An actionable claim means any unsecured debt or any beneficial interest in movable
property, not in possession, actual or constructive, of the claimant. It is a claim
relating to a simple debt for which there is no security of movable or immovable
property. Section 3 of the Transfer of Property Act, 1882 defines a transferable claim.
Section 3 of the TP Act defines an “actionable claim” to mean “a claim to any debt,
other than a debt secured by mortgage of immoveable property or by hypothecation or
pledge of moveable property, or to any beneficial interest in moveable property not in
the possession, either actual or constructive, of the Claimant...”.
In India, an actionable claim is treated as a ‘chose-in-action’ (used under English
law). Debts which are secured by a mortgage of immovable property or by a pledge of
movable property are excluded from the definition of actionable claim. They are
excluded because they are not claims to property, but claim of the property itself. A
debt is a property and is treated as a chose-in-action. Since debt is property, it can be
inherited and assigned under TOPA.
Therefore, actionable claims refer to unsecured debts or beneficial interests in
movable property which are not in possession within the meaning of the Transfer of
Property Act, 1882.
How are actionable claims transferred?
The transfer of actionable claims is governed under Section 130 of the TOPA. The
essentials are:-
1. Consideration is not necessary (“with or without consideration”)
2. Effected by an instrument in writing on execution
3. All the rights and obligations of the transferor (which may include damages)
4. Vests with the transferee
5. Regardless of whether notice is given or not.
6. BUT, the transferor should have been entitled to the actionable claim in the
first place and,
7. The transfer of such actionable claim is valid.
8. Upon effective transfer on execution, the transferee can sue or institute legal
proceedings in his own name and need not add the transferor as a party.

The mode of transfer or assignment of an actionable claim may be, by way of sale,
mortgage, gift or exchange. The assignment of an actionable claim must be affected
by an instrument in writing signed by the transferor or his duly authorized agent. The
assignment need not be made by a separate document but only an endorsement at the
back of a document comprising the actionable claim is enough. The transfer or
assignment shall take effect from the date of the execution of the writing and its effect
is to vest all the rights and remedies of the transferor in the transferee. After the
transfer, the transferee is subjected to all the liabilities and equities to which the
transferor was subjected at the date of the transfer.
Although notice is not mandatory, the transferee, in his own interest, must give notice
of the transfer to the debtor, as early as possible. Once the debtor receives the notice
of assignment, he becomes liable to pay the debt only to the transferee. Such a notice
must be in writing and it must state the name and address of the transferee.
B. Additional Courses or Credit Courses

Talk about the course in a few lines, and if you got a good grade mention that as
well. Know the basics of the course.

ADDITIONAL QUALIFICATIONS AND COURSES

Attended the International Finance and Corporate Course conducted by Allen and
Overy LLP at NLSIU Bangalore,

1. What did you learn at the International Finance and Corporate Course ?
The Allen & Overy course familiarised its attendees with the basics of finance law
and corporate law. We learnt about:-
i. The basics of finance law and financial products ( Banking, Private
Equity, Hedge Funds and Insurance)
ii. Introduction to aircraft finance (basics of a lease, quasi-security, vanilla
structures and how to achieve bankruptcy remote structures)
iii. Guarantees
iv. How to take security (How to create mortgage over a property, how to
design a cross-border package, security trustee, parallel debt structure,
enforcement and transaction costs)
v. Syndicated Loans
vi. Credit Agreements (What is margin?)
vii. Corporate Restructuring and Insolvency (Directors in the Twilight Zone)
viii. Anatomy of an M&A transaction
ix. Legal Due Diligence
x. Joint Ventures
Try to know enough to talk for about 2 minutes on each topic.

C. Publications
PUBLICATIONS AND PAPER PRESENTATIONS

 Copyright Law and Parallel Importation in Textbooks, NALSAR Indian

Journal of Intellectual Property Law Volume VI (2014-15)

For publications, be up to date of the academic debate that surrounds your topic.
1. How is copyright law related to parallel import of textbooks? What are
the main issues? What were your main arguments?
What is parallel imports?
Parallel imports is the cross-border trade in products done without the permission of
the intellectual property owner of such good or product. Goods and products are
manufactured and sold legally, and subsequently imported. The legality of
importation has been subject to much academic debate, as there are arguments that it
violates the rights of IP holders.

Doctrine of first sale

A concept that is key to understanding this debate, is the doctrine of first sale. It states
that the IP rights holder has already been given a reward or benefit from the first sale
of his intellectual property. An IP holder has the right to control and regulate the use
and sale of goods in the market. However, once the property has been sold in the
market, the IP holder exhausts his or her right to control the product or work further.

Copyright Law
A copyright holder has a right to publish, sell and distribute his work under copyright
law. He has a right to control sale and distribution of his work. But, to what extent
does this right exist? Under common law, the doctrine of first sale is applicable, once
the work is legitimately sold for the first time, the copyright holder cannot control its
sale and distribution. The justification is that the copyright holder has gotten enough
reward and benefit from doing so.

Doctrine of exhaustion
Now, the question arises, what is the scope of the exhaustion of the right to first sale.
In other words, is there a particular area over which this right to first sale operates? Is
it in a particular market? There are three types of exhaustion recognised:-
National Exhaustion- Upon first sale, the right to control has exhausted only with
respect to one nation or jurisdiction.
International Exhaustion- Upon first sale, the right to control has exhausted,
regardless of boundaries.
Regional Exhaustion- An extension of national exhaustion, applies to a region.

What are the arguments?

1. Business: These create grey-market goods and create unfair competition
2. Business: Infringe upon copyright holders
3. Consumer: Greater choice
4. Consumer: Reflect principles of free trade.
So what’s really the problem?
The problem is that different jurisdictions recognise different doctrines of exhaustion.
The United States recognises, a national exhaustion principle, whereas jurisdictions
like India, Japan, Australia have an international exhaustion regime and the EU has
regional exhaustion regime. We examine each of these jurisdictions. We also look at
international treaties such as the Paris and Berne Conventions and the TRIPS. The
TRIPS does not address the issue of exhaustion and expressly says so in Article 6.
Thus, there is lack of legal uniformity.

So, we argue for harmonisation of laws, when it comes to textbooks atleast. We argue
that all states must adopt an international exhaustion regime. We base our arguments
on a law and economics framework.
a. International exhaustion regime promotes innovation and creates more
efficiency.
b. Promotes public policy of enhancing education