Publishing, Oxford, 2008)

19.Dolzer, R and C. Schreuer (2008). Principles of International Investment Law (Oxford

University Press: Oxford)

20.Oxford Handbook of International Investment Law, Peter Muchlinski, Multinational

Enterprises and the Law (Oxford University Press, Oxford, 2007)

21.Andreas Lowenfeld, International Economic Law (Oxford University Press, 2008)

22.Sharpe Alexander Bailey, Investments, ed. 6th, 2005

23.Dr. Guruswamy, Capital Market, ed.2nd 2009

24.Tadashi Endo, The Indian Securities Market, ed.1st 1998

25.International Investment Protection, Paparinskis Martins, Hart Publishing

26.Sharad Kumar Chaturvedi, Foreign Investment Law and its Impact on Labour, 2007

27.Taxmann, Guide to Foreign Direct Investments In India, 2011

28.R. Krishnan, Handbook on Foreign Collaborations and Investments In India, 2000

29.SEBI Manual

RESOURCE PERSON (TENTATIVE)

Ms Umakant Verotill, Associate Professor of National Law University of

Singapore

Ms Vaneeta Pattnaik, Assistant Professor of Law, NUJS

Mr Somashekhar Sundaresan, Independent Legal Counsel

Mr. Mrityunjay Mayank, Assistant Professor of law, Amity Law School

mmayank@rnc.amity.edu

Dr. Pyla Narayana Rao, Assistant Professor at Indian of Corporate Affairs

Prof (Dr.)Harpreet Kaur, National Law University, Delhi

40
 1st SEMESTER
AUTUMN SEMESTER
LL.M 1st SEMESTER
LW 6337 :Laws on Securities and Financial Market
LLM Sem. 01/Paper-07
Credits: 04 Total Class Hours: 60 (including tutorials & proctors)

COURSE DESCRIPTION:

This course is intended to provide the students with a broad overview of the legal principles
relating to securities and financial markets. It seeks to introduce the fundamentals of a
securities & financial market laws and to provide a working knowledge & skill needed to
analyse practical problems involving the operation & functioning of the securities & financial
market. The course will also examine the current trends in the securities law, especially the
provisions of the SEBI Act, 1992 and the recent amendments to it.

LEARNING OBJECTIVES:

The objectives of the course are:

1. To analyse & impart to the students the basic principles of the Laws on Securities
and Financial Market System.
2. To impart to the students an understanding of the relationship between the various
players is a securities market & the various laws applicable to them.
3. To make the students aware of the regulatory mechanism with respect to securities
& financial market in India, i.e., SEBI & its regulations.
4. At the end of this course, to help the students to have a clear understanding of the
securities & financial market, its functioning, the various regulating bodies in it &
the various laws applicable to it.

TEACHING METHOD:

It is expected that students will come to the class being familiar with all the assigned topics.
The methodology adopted for the course would be the combination of:

 Lecture method
 Case study method
 Problem method

41
MODULE I: OVERVIEW OF FINANCIAL MARKET

Introduction to the Module: The financial sector in India is a vastly regulated sector. Post
liberalization, several regulatory reforms has been initiated by the government to pace up
with the global capital markets. Before we delve into the understanding of such regulations, it
is pertinent to have a conceptual clarity on capital markets and understand the impulses for
access to capital market by participants in the capital market.

1.1 Indian Financial Market – Organizational Structure & Constituents of Financial

System.

1.2 Historical Development & Growth of Financial Market in India

1.3 Constituents of Financial Market and Capital Market

1.4 Capital market vis-à-vis Money Market

1.5 Capital Market and Money Market Instruments: Preference shares, Equity shares,
Non-voting equity shares, Company fixed deposits, Debentures and Bonds, Sweat
Equity, FCCBs, GDRs, ADRs & ECBs, Currency or Money, Treasury Bills, Treasury
bonds, Commercial papers, Participatory notes, Certificate of deposit, Bankers
acceptances

Takeaways:

The students will be able to acquire an understanding of:

1. The need of Capital market regulations

2. Role of Capital market in an economy

3. Identification of the driving factors for success in IPO

No. Of Hours: 12

MODULE II: SECURITIES MARKET INTERMEDIARIES AND REGULATION

Introduction to the Module: This module will delve into an understanding of the relevance
of intermediaries to capital market and provide theoretical insight into the entire spectrum of
activities that relates to market intermediaries. It will highlight the key issues and practices
relating intermediaries in capital market and regulations thereof.

2.1 Primary Dealers, Merchant Bankers, Stock Brokers, Sub – brokers

2.2 Registrar to an Issue & Share Transfer Agent, Bankers to an Issue

42
 2.3 Underwriters & Debenture Trustees

2.4 Depositories: Depository System, Depository Participant, Significance & Benefit,

Rights & Obligations.

2.5 Credit Rating & Credit Rating Agencies

Takeaways:

At the end of the module, the learners will be able to:

1. understand the role of intermediaries in development of capital market

2. comprehend the regulatory framework encompassing all intermediary in capital
market.
3. develop an acumen on the governance of capital market intermediaries.

No. Of Hours: 12

MODULE III: VARIOUS MARKET INSTITUTIONS

Introduction to the Module: This module will delve into an understanding of the
significance

of institutional investors in capital market. The functions and purposes of such institutions
will

be analyzed.

3.1 Qualified Institutional Investors

3.2 Mutual Funds: Meaning, Types, Importance, Risks involved, Net Asset Value

3.3 Venture Capital and Alternate Investment Fund

3.4 Private Equity

3.5 Foreign Institutional Investors

Takeaways:

The students will be able to acquire an understanding of investment approaches of the

institutional investors in capital market.

No. Of Hours: 12

43
MODULE IV: PRIMARY MARKET AND SECONDARY MARKET

Introduction to the Module: This module will delve into an understanding of the
significance of primary market. Theoretical insight with respect to relevance of different
avenues to issue new

securities will be made. The module will also cover discussions on analysis of legal
procedures to issue new securities.

4.1 Meaning & Significance of Primary & Secondary Market

4.2 Functions of Primary & Secondary Market

4.3 Methods of floating New Issues

4.4 General Guidelines and Regulatory Aspects for New Issues

4.5 Recognition and Organization of Stock Exchanges in India

4.6 Listing of Securities- Procedure, Rules and Regulations

4.7 Online Trading, BSE-BOLT System, Mobile Trading, ALGO Trading

Takeaways:

The students will be able to:

1. understand the role of primary market.

2. comprehend on legal compliances to participate in primary market.

No. Of Hours: 12

MODULE V:REGULATORS AND REGULATORY FRAMEWORK

Introduction to the Module: This module will impart an understanding on the general
concepts

of secondary markets. The module will enable the learners to see the difference between
primary

and secondary markets and learn about markets for different products. The module will also
discuss on the various economic Indicators and their influence on the secondary markets.

5.1 SEBI: Constitution, Organization, Power, Functions & Registration.

5.2 RBI: Powers & Functions

44