Legal Environment of Business

- An Overview of Curriculum

Unit I INTRODUCTION TO LEGAL ENVIRONMENT

Philosophy of Law  Meaning of Law  Purpose of Law  Sources of Law Classification of Law
Applicability to Business Management Awareness on Litigation

..Contd..

Unit I INTRODUCTION TO LEGAL ENVIRONMENT

Torts  Malfeasance  Misfeasance  Non-feasance  Tort vis--vis Contract  Tort vis--vis Crime  General Conditions of Liability in Torts
Civil Wrong Driving without License Rash Driving Professional Negligence No Privity of Contract Crime against Society / Tort Individual Right/Injury/Damage
..Contd..

Unit I INTRODUCTION TO LEGAL ENVIRONMENT

National Law and International Law  Nature of International Law  Evolution of Mercantile Law/ Business Law  International Business Law Justice Delivery System in India  Civil and Criminal Law  Classification of Courts in India
Awareness
Binding States Common Law / Mercantile Law / Equity Law WTO / GATT

Unit II BUSINESS CONTRACTS

Legal Elements of Contracts  Agreement  Formation of Contracts  Classification of Contracts / Agreements  Void Agreements  Valid Contracts and Limitations  Voidable Contracts
Fraud / Misrep / Coercion
..Contd..

Agreement / MOU / Contract Implications of Incapacity Enforceability Standard Form

Unit II BUSINESS CONTRACTS

Remedies for Breach of Contract  Suit for Rescission  Suit for Injunction  Suit for Specific Performance  Suit for Damages  Penalty by Courts  Suit for Quantum Meruit
Unilateral Breach Negative Relief / Breach of Faith Where Damages are inadequate Monetary Relief Beyond Damages Interest Reasonable Value of Performed Part of Contract
..Contd..

Unit II BUSINESS CONTRACTS

Contracts of Agency  Creation of Agency  Rights and Duties of Parties  Termination of Agency Contracts of Guarantee  Types of Guarantees  Liability of Surety  Discharge of Surety  Bank Guarantee
Specific and Continuing Co-extensive Creditors Seek Waivers An Indemnity
..Contd..

Expressed and Implied Right of Principal is Duty of Agent By Revocation / By Law

Unit II BUSINESS CONTRACTS

Contracts of Indemnity  Rights of Indemnity Holder when Sued Letter of Credit Contracts  Features of a Letter of Credit  Parties to a Letter of Credit  Documents under a Letter of Credit
Bank Guarantees Default by Buyer Import Export Transactions UCP
..Contd..

Damages / Costs Entitlement

Unit II BUSINESS CONTRACTS

Employment Contracts  The Employer-Employee Relationship  Checklist of Standard Clauses Special Rights in Contracts  Lien  Set-off Bankers Right
Right of Retention Combining Accounts At Will

Liquidated Damages / Data Privacy / Confidentiality

..Contd..

Unit II BUSINESS CONTRACTS

Documentation of Commercial Contracts  Important Clauses in Commercial Contracts  Stamp Duty  Registration  Applicable Law  Force Majeure  Notice  Arbitration Clause  Checklist for Standard Clauses

Recital / Consideration / Covenant Signatures / Attestation State / Central / Timing Notice / In Rem Law of Land Beyond Control of Parties Requirement for Ending Legal Relationship Inclusion in Agreements Risk of Loss Protected

Unit III NON-CORPORATE BUSINESS ENTITIES

Sole Proprietorship  Features of Sole Proprietorship One Person Company (OPC) Hindu Undivided Family (HUF) Business Units  Meaning and Features  Distinction between a Company and a Hindu Undivided Family Business
Advantages and Disadvantages

Family Business

..Contd..

Unit III NON-CORPORATE BUSINESS ENTITIES

Partnership Firms The Partnership Act, 1932  Legal Formalities and Registration of Firms [Sections 58 and 59] Limited Liability Partnerships (LLP)  Salient Features of the Proposed LLP
Need for registration

Yet to be passed

..Contd..

Unit III NON-CORPORATE BUSINESS ENTITIES

Cooperative Societies  Requirements for forming a Cooperative Society  Registration of a Cooperative Society Non-Profit Companies  Features of a Non-Profit Company  Registration Formalities
Associations with Common Interests

Sec.25 - Company

..Contd..

Unit III NON-CORPORATE BUSINESS ENTITIES

Non-Governmental Organizations (NGO)  NGO as a Society  NGO as a Trust Insolvency Law and Implications  Insolvent Defined  Acts of Insolvency  Consequences of Insolvency  Insolvency Proceedings
Society / Trust

Fraud of Insolvent Discharge of Insolvent

Unit IV LAW RELATING TO CORPORATE BUSINESS ENTITIES

Unit V PROPERTY LAW FOR BUSINESS

Classification of Property  Movable and Immovable Property  Tangible and Intangible Property Contract of Sale Movable Property  Transfer of Title
Risk Possession Ownership By Owner / Non-Owner ..Contd..

Unit V PROPERTY LAW FOR BUSINESS

Borrowing against Property as Security  Hypothecation  Pledge and Hypothecation Bank Advances  Mortgage of Immovable Property Hire Purchase of Property  Legal Aspects of Hire Purchase Agreements
No Indian law To be Treated as Contracts ..Contd.. Enforcement of Security Possession Sale

Unit V PROPERTY LAW FOR BUSINESS

Lease of Property  Essential Features of a Lease Exchange / Gift / Assignment of Property  Exchange  Gift  Assignment of Property
Actionable Claims ..Contd.. Transfer of Right to Enjoy

Unit V PROPERTY LAW FOR BUSINESS

Intellectual Property Rights (IPR)  Classification of Intellectual Property Rights  Various Categories of Intellectual Property  Protection of Intellectual Property Rights  Legal Framework for IPR Protection  Geographical Indications of Goods

Patents Trademarks Copyrights GIs.

Unit VI Business and Tax Laws

Unit VII Financial Services Legal and Regulatory Environment

Banking Law and Regulation  Banking Regulation Act, 1949  Reserve Bank of India Act, 1934  Negotiable Instruments Act, 1881  Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002
..Contd..

Unit VII Financial Services Legal and Regulatory Environment

Insurance Law and Regulation  Essential Elements of Insurance Contract  Legal Principles of Insurance  Standard Clauses in Insurance Policies  Regulation of Insurance Business
..Contd..

Unit VII Financial Services Legal and Regulatory Environment

Securities Law and Regulation  Market Regulation by Companies Act, 1956  The Securities Contracts (Regulation) Act, 1956 An Overview  Regulatory Role of SEBI  Role of Stock Exchanges  Regulation of Stock Exchanges  Trading of Securities  Listing of Securities  Regulation of Depositories

Unit VIII BUSINESS TRANSACTIONS AND CYBER LAW

Legal Framework for IT related Transactions  The Information Technology Act, 2000 Click Wrap Agreements Authentication of Electronic Records  Meaning of Electronic Record  Authentication by Digital Signatures
..Contd.. E-Commerce and Online Contracts

Unit VIII BUSINESS TRANSACTIONS AND CYBER LAW

Attribution of Electronic Records  Acknowledgment of Receipt of Electronic Record  Time and Place of Dispatch and Receipt of Electronic Record  Security Provisions (Secure Digital Signature)
..Contd.. E-Commerce and Online Contracts

Unit VIII BUSINESS TRANSACTIONS AND CYBER LAW

Legal Status for Electronic Records  Amendments to Negotiable Instruments Act  Amendment to RBI Act, 1934  Amendment to Bankers Books Evidence Act, 1891 Inclusion of Electronic Data/Records as Evidence
..Contd.. Truncated Cheques Electronic Funds Transfer

Unit VIII BUSINESS TRANSACTIONS AND CYBER LAW

Cyber Offences and Penalties  Offences and Penalties under I.T. Act, 2000
Disc / Tape / Individuals / Properties / Organizations / Society

Unit IX COMPETITION AND CONSUMER PROTECTION

Consumer Protection Law in India  Scope of the Consumer Protection Act, 1986  Consumer Protection (Amendment) Act, 2002  Consumer Redressal Mechanisms
..Contd.. NonCommercial Transactions including Services

Unit IX COMPETITION AND CONSUMER PROTECTION

Competition Law in India  Need for the Competition Law  Regulatory Objectives of the Competition Law  Framework of Competition Act, 2002
Regulation of AntiCompetitive Agreements / Abuse of Dominant Position / Combinations / Mergers

..Contd..

Unit IX COMPETITION AND CONSUMER PROTECTION

Restrictive and Unfair Trade Practices  Trade Practices  Restrictive Trade Practices  Unfair Trade Practices Product Liability  Meaning of Product Liability  Legal Issues
..Contd.. Defects and Losses to Consumers Includes Services Price / Sale

Unit IX COMPETITION AND CONSUMER PROTECTION

Public Interest Litigation in India  Procedure to File Public Interest Litigation  Relief Available through Public Interest Litigation  Judicial Activism Class Action Suits in US  Procedural Aspects
Public Interest at Large

Unit X ENVIRONMENT PROTECTION AND BUSINESS OBLIGATIONS

Environmental Pollution  Sources, Causes and Effects  Kinds of Pollution Environmental Law  Rules of Strict liability and Absolute liability  The Common Law Remedies  Applicability of Criminal Law


Liability Where no Negligence is charged Absolute Liability without any exceptions IPC Public Nuisance / Fouling of Public Utility / Atmosphere Noxious to Health / Negligence with Explosives

Environmental Legislation in India Overview

..Contd..

Unit XI Alternative Dispute Resolution

Efficacy of ADR  Advantages of ADR  Disadvantages of ADR Mediation Arbitration Litigation: A Comparative Note Speedy  Arbitration Resolution of Types of Arbitration Disputes Definition of Arbitration Arbitration Agreement  Conciliation Chief Elements in Conciliation Processes Mediation Vis--vis Conciliation  Mediation  Negotiation ..Contd..

Unit XI Alternative Dispute Resolution

Arbitration and Conciliation Law in India  Scope  Commencement  No. of Conciliators  Institutional Assistance in Securing the Conciliator  Conciliators Procedure  Role of the Parties  Procedure to be Adopted by the Conciliator(s)  Legal Effect of Settlement  Disclosure and Confidentiality  Admissions  Parallel Proceedings  Conciliator not to Act as Arbitrator or Counsel  Cost and Deposit  Admissibility of Evidence in Other Proceedings.