Module : BLT
202: Corporate Law
Programme : BBA
Credit Value : 12
Prerequisite : None
General
Objectives:
- To
provide conceptual knowledge of the regulation of company law and to
provide thorough understanding of the various provisions of the
Companies Act of the Kingdom of Bhutan 2000 as well as schedules and Rules
made there under.
- To
provide conceptual understanding of the emerging issues in company law
along with relevant case laws.
Learning
outcomes:
Upon
successful completion of the module, student is expected to:
- Explain
the concept of corporate personality; types of companies; doctrine of
ultra-vires, doctrine of constructive notice, doctrine of indoor
management; history of company law in Bhutan.
- Elicit
formation of company; the process of promotion; company documents;
incorporation; commencement of business and corporate transactions.
- Analyse
the structure of company finance from the perspective of corporate law.
- Analyze
corporate management and administration from the perspective of corporate
law.
- Discuss
the winding up of company.
- Compare
and contrast the emerging issues pertaining to corporate bodies.
CONTENT
Unit-
I: Introduction (5
Hours)
Introduction
to company: Meaning and Nature, concept of corporate personality
and lifting of corporate veil, types of companies; Companies Act of Bhutan:
history of company law in Bhutan, extent and application.
Unit-
II: Formation of company (10
Hours)
Process
of Formation: promotion, incorporation and Registration: Articles
of Incorporation, certificate of incorporation and certificate of
commencement: Corporate Transactions: pre-incorporation contracts; doctrines
of ultra-vires; the doctrine of constructive notice; doctrine of indoor
management.
Unit-
III: Company Finance (15
Hours)
Prospectus:
definition, requirement as to prospectus, misstatement in prospectus and their
consequences, abridged prospectus, statement in lieu of prospectus, underwriting
commission and brokerage; Company Finance: concept of capital and
financing of companies, sources of capital, Share Capital: classes and
types of shares, application and allotment of shares, issue of shares, bonus
issues, rights issues, lien and call on shares, dividends, transfer and
transmission of shares, share certificate, share capital alteration, buy back
of shares; Depositories: rights and obligations of depositories,
participants, issuers and beneficial owners; Debt capital: debenture
trust deed and trustees; Developments in corporate debt financing.
Unit-
IV: Management and Administration (15
Hours)
Board
of Directors (BoDs): appointment/re-appointment,
qualification, vacation of office, retirement, resignation and
removal; contracts in which directors are interested; role; powers and duties
of directors; Insider Trading and trading of securities; other managerial
personnel: Chief Executive, whole time directors, secretary; Company
Meetings: Board Meetings, General meetings, kinds of meetings and
resolutions, law, practice and procedure relating to convening and proceedings
at general and meetings, recording and signing of minutes, role of chairman.
Unit
-V: Winding up (10
Hours)
Winding up: concept, modes
and consequences.
Unit
-VI: Emerging issues in company law (5
hours)
Corporate Governance and Producer Company.
Teaching
Strategies
- Lectures
- Tutorials
- Mini
case studies
Assessment
·
Assignments 20
%
·
Mid-Semester
Exams 30 %
·
Final-Semester
Exams 50 %
Total 100 %
Essential
Texts
- The
Course Pack (Gaeddu College of Business Studies)
- The
Companies Act of the kingdom of Bhutan 2000.
References
- M.C.
Kuchal (2008), Company Law, New Delhi, Vikas Publishing House Pvt. Ltd.
- Paul
L. Davies, Govers’ Principles of Modern Company Law, (6th
edition), Sweet and Maxwell Ltd., London.