Module Code and Title:   BLT204 Corporate Law

Programme:                          Bachelor of Commerce

Credit Value:                         12

Module Tutors:                     Enchu Lhamo,Stephen, Dr Stephen Loyal Griffith,Gagan             Mongar,Dilli Ram Sharma, Nawang Yangden.Tika Ram Sharma 

Module Coordinator:            Dr Stephen Loyal Griffith

General objective: This module is designed to provide students with thorough knowledge about the company law of Bhutan. This module intends to give students an in-depth comprehensive understanding of legal regulations governing how a company is formed, how it raises its capital, how it should govern day-to-day transactions to how a company can windup.  Apart from ensuring that the students get a thorough understanding of various provisions, schedules and rules of the Companies Act of the Kingdom of Bhutan 2016, the module will also provide students an insight into emerging issues in Company Law along with relevant case laws.

Learning outcomes – On completion of the module, students will be able to:

1. Explain basic fundamental concepts associated with company and company law.
2. Explain the history of company law in Bhutan
3. Compare and Contrast emerging issues pertaining to companies.
4. Identify different modes through which companies can wind up. 
5. Compare and contrast different ways of raising finances for companies
6. Distinguish between share capital and debt capital as a mode for raising finances for companies
7. Apply the provisions of Companies Act of Kingdom of Bhutan 2016 to carry out reconstructions and amalgamations of companies.
8. Analyse the structure of company’s finances from the perspective of Corporate Law
9. Analyse Corporate Management and Administration from the perspective of corporate law.

Teaching and Learning Approach:

Assessment Approach:

Each student is required to conduct an analysis of the legal situations and problems. The assignment report should be written within a maximum of 2500 words.

2%       Introduction to the situation. 

3%       Factors to be taken into consideration.

5%       Evaluate the importance of these factors.

3%       The potential problems in the given situation.

2%       Conclusion based on the analysis done.

Each group has to present a real business case on the powers of Board of directors. The maximum time duration for the presentation is 10 minutes, followed by question and answer session for 5 minutes. 

1%       Introduction to the case.

2%        Identifying the factors playing a crucial role in the case.

2%        Importance of these factors with the case.

2%        Impact of these factors on the case.

2%        Conclusion based on the analysis done

1%        Individual Question and Answer based on the report and the presentation.

Students will be given 2 cases to analyse and solve. Marking of each of the cases will be based on the following;

            1%       Identification of the issues of the case

            3%       Ability to critically analyse the case

            3%       Ability to relate case to the real life situations

            1%       reasonable conclusion

            2%       Standard writing

Students will take a written exam of 2 hours duration covering topics up to the mid-point of the semester.

The module will have a semester-end exam for 2 hours covering the entire syllabus. The question will be divided into two parts – Part A (carrying 40% of the exam weightage) will be mostly of short answer including objective questions. Part-B (carrying almost 60% of the exam weightage) will be mostly of essay type or an extended response to the given question. This part of the question requires students to apply, analyse, and evaluate or construct knowledge and skills. Cases will also be used to test the levels of knowledge.

Pre-Requisites: BLT101 Legal Considerations in Business

Subject matter:

1. Introduction
   1. Introduction  to Company
      1. Meaning & Nature
      2. Concept of Corporate Personality
      3. Lifting of Corporate Veil
      4. Types of companies
   2. Companies Act of Bhutan
      1. History & Evolution of Company Law in Bhutan
      2. Extent and Application

1. Formation of Company
   1. Process of formation of company:
   2. Promotion
   3. Incorporation & Registration
      1. Articles of Incorporation
      2. Certificate of Incorporation
      3.  Certificate of Commencement
   4. Corporate transactions
      1. Pre-incorporation contracts
      2. Doctrine of ultra-vires
      3. Doctrine of constructive notice
      4. Doctrine of Indoor Management

1. Company Finance 
   1. Prospectus
      1. Definition
      2. Requirement as to prospectus
      3. Misstatement in prospectus and their consequences
      4. Abridged prospectus
      5. Statement in lieu of prospectus
      6. Underwriting, commission and brokerage
   2. Company Finance
      1. Concept of capital and financing of companies
      2. Sources of Capital
         1. Share Capital
         2. Classes and types of shares
         3. Application and allotment of shares
         4. Issues of shares
         5. Bonus Issue
         6. Rights Issue
         7. Lien and call on shares
         8. Dividends
         9. Transfer and transmission of shares
         10. Share Certificate
         11. Share Capital Alteration
         12. Buy Back of Shares
   3. Depositories:
      1. Rights and Obligations
      2. Participants
      3. Issuers and beneficial owners
   4. Subordinate Debt
      1. Debentures.
      2. Subordinate debt
      3. Development of corporate debt financing

1. Management and Administration
   1. Board of Directors
      1. Appointment/re-appointment of Directors and Independent Directors
      2. Qualification
      3. Vacation of Office:
      4. Retirement
      5. Resignation
      6. Removal
   2. Director
      1. Role, Power & Duties of Directors
      2. Contracts in which directors are interested
      3. Standard of care required of directors 
   3. Other Managerial Personnel:
      1. Chief Executive 
      2. Whole time directors
      3. Secretary
   4. Insider trading & Trading of securities
   5. Company Meetings:
   6. Kinds of Meeting
      1. Board Meeting
         1. Law & Practice relating to convening and proceeding
      2. General Meeting
         1.  Law & Practice relating to convening and proceeding
   7. Meeting Recordings
      1. Signing of the Minutes
      2. Role of Chairman

1. Winding up
   1. Concepts
   2. Modes
   3. Consequences  

1. Reconstruction and Amalgamation.
   1. Compromises & Arrangements 
   2. Reconstruction and Amalgamation
   3. Demerger
   4. Vesting of Rights and Transfer of Obligations 

1. Emerging issues in Companies Law
   1. Corporate Governance
   2. Other Emerging issues 

Reading List:

1. Essential Reading
   1. Singh, A. (2015). Company law. Eastern Book House-New Delhi.
   2. The Companies Act of the Kingdom of Bhutan (2016). (Bare Act).
   3. Bainbridge, S.M. (2015). Corporate Law (3^rd ed.). Foundation Press

1. Additional Reading
   1. Davis, P. L. (2012). Principles of Modern Company Law. Sweet and Maxwell Ltd.- London.
   2. RMA Prudential Regulation 2001: Royal Government of Bhutan.
   3. Nicholls, C. (2005). Corporate Law. Emind Montgomery Publications. 
   4. Greenfield, K. (2010). The failure of Corporate Law: Fundamentals flaws and progressive possibilities. The University of Chicago Press. 
   5. Cerioni, L. (2007). EU corporate law and EU company tax law: Corporations, Globalization and the Law. Edward Elgar, UK.  

Date: July, 2017