Programme Content EPBCL

The module will introduce the participants with the legal framework for business. The module would cover the fundamentals of business laws, including contract, special contracts, sale of goods, etc

The course will familiarize the participants with the legal framework for national and International framework effective dispute resolution:

• Dispute resolution through Arbitration, conciliation and mediation - rules and procedures, Arbitration institutions, arbitration award and its challenge
• Dispute resolution in international trade- WTO DSU/FTA Dispute Settlement Clause
• Investment dispute resolution – Investment arbitration/ICSID
• Case studies

The module shall cover relevant aspects of corporate laws from setting-up to winding up/liquidation of a company:

• Incorporation of companies – documentation - MoA and AoA - Share capital and debentures – liability - Oppression and mismanagement - Winding up of companies
• Issues involved in fund raising - Public Issues, Rights Issues and Bonus Issues - Initial Public Offers, Follow on Public Offers etc - Importance of Private Placements - Preferential Allotments and QIP
• Issue relating to listing in stock exchange

Kinds of Corporate Restructuring-

• Mergers / De-mergers ad Reverse Mergers
• Significance of Scheme of Merger - Procedure and process of merger, special effects involving merger, petition for sanction of merger scheme, special kinds of mergers, mergers of banking companies,
• Role of regulatory bodies / High Courts in Merger
• Acquisition of companies and role of Take Over Code - creeping acquisition, exceptions under open offer, public announcement, general obligations of various stake holders, competitive/counter and conditional offers
• Direct and In-direct acquisitions
• Post-merger activities, share purchase agreement, asset transfer agreement, IPR Issues in Merger: transfer and /or licensing of IPR

• Types of joint ventures, special purpose vehicles for infrastructure companies, methods of forming joint ventures,
• Company law issues under JV - incorporation of joint venture companies, percentage of equity stake and associated rights, quorum and voting,
• Contractual Issues in JV - share transfer agreement/share purchase agreement, shareholder’s agreement etc., Right of first refusal (ROFR), drag-along rights, tag-along rights, technology transfer, covenants in a license agreement, etc.

Anti-competitive agreements – Abuse of Dominance –M&A

• FEMA 1999, relevant FEMA Notifications impacting investments, FEMA Notification 20,
• investment under the Foreign Direct Investment Scheme,:
• Press notes issued by Department of Industrial Policy and Promotion (DIPP),
• Foreign Institutional Investors (FIIs) investment under the Portfolio Investment Scheme,
• investments made by foreign venture capital funds,
• Depository Receipts, ECB Rules, FCCB

• Source of international investment law - Bilateral Investment Protection Treaties/FTAs with investment chapters/TRIMS
• Key concepts – fair and equitable treatment (FET)/MFN/NT/ minimum standard treatment
• Legally of Expropriation/Nationalization – (Direct/indirect/creeping) – Role of MIGA/OPIC
• Case studies

Legal requirements for sales and marketing activities for products and services:

• Unfair Trade Practices (UTP) – fraud and misrepresentation
• Restrictive Trade Practices (RTP) – anti-competitive agreements and practices
• Defective goods and deficient services
• Product standardization – mandatory and voluntary
• Ambush marketing, tele-marketing, sms
• Niche marketing
• Direct marketing
• Data protection and privacy

This module will would focus on regulatory framework for international trade for goods and services. The legal framework provided under the WTO rules govern all business activates in goods and services, including, but not limited to the regulation of tariffs and non-tariff barriers during entry and exist of goods and services, unfair trade practice, subsidies, health and product safety, safeguards, remedies and the progressive liberalization of market.

• WTO – basics principles and exceptions
• Trade remedies – anti-dumping – subsidies - safeguards
• Technical barriers and sanitary and phytosanitary (SPS and TBT) measures (standardization, quality control, packing)
• Trade in services
• Free Trade Agreements/Regional Trade Agreements
• Case studies

• TRIPS Agreement
• Patent law: fundamentals, patentability conditions, patent infringement, patent licensing,
• Trademark: law and eligibility for trademark registration, trademark infringement, assignment and licensing of trademarks,
• Copyright: economic and moral rights, infringement of copyright, fair dealing defences,
• Trade-secret protection
• Industrial Designs
• Geographical Indications

• E-commerce and Internet
• Contractual principles in E-commerce
• Importance of digital signature, Role of Dual key encryption and hash function, Digital Signature Certificate
• Civil and Criminal remedies under IT Act
• Regulatory framework involving internet privacy
• E-commerce and E-Banking
• Social media and applicable laws