BRIEF OVERVIEW OF THE COURSE CURRICULUM

The course curriculum is divided into ten modules as follows:

Module I. Orientation will briefly review essential elements of corporate and securities law in India to provide a background and reinforce the foundation for the course. It will discuss the securities market which consists of the capital market and the money market in general and the equity and the debt market in particular. The debt market will be examined with special emphasis on government securities. It will examine differences in definitions in India and abroad of basic securities law terms and concepts such as "securities", "broker", "exchange" and "underwriter". It will explore different approaches to or philosophies of regulation: prudential regulation; institutional regulation; functional regulation; merit regulation; disclosure regulation and the regulatory implications of the different approaches. It will include historical perspectives of securities markets and the development of securities laws in India and abroad. It will also briefly discuss the approach to legal research. Legal aspects governing International Financial Centers to cover responsibilities to that market in which they operate. Growth of Foreign Institutional Investors - their advantages/ disadvantages - risk management specific to conglomerates

Module II. Public Offering of Securities will examine what a "Public Offer" of securities is; what a "private placement" is and what procedural and regulatory requirements, including Disclosure Investor Protection Guidelines (DIP Guidelines) each must meet, both in India and internationally. It will review why enterprises may choose to "go public;" what is a "secondary offering" and who is eligible to make a public offer of securities. It will also examine when and to what extent "public offers' may be exempted from regulatory requirements. It will also provide an overview of the listing requirement of stock exchanges. Practical exercises including writing prospectus and offering documents will be included and the role and liability of the merchant banker's lawyer for performing "due diligence" will be examined. Credit rating, pricing mechanisms, and allocation of IPOs will be considered. Relevant provisions of the Companies Act, 1956 for offering (Rights Offerings and Bonus Issues) also will be discussed. Detailed coverage of issues like ADRs, GDRs, dual fungibility and Foreign Currency Convertible bonds will be included. Attention will also be given to so-called "Vanishing Companies". Emerging concepts such as corporate governance and the importance of international accounting and auditing standards will be discussed. The broad implications of the recent corporate and accounting scandals both in India and the US and the Sarbanes-Oxley Corporate Responsibility Act of 2002 will be discussed, not only from the viewpoint of increased responsibilities of officers and directors of companies listed in the US, but also for strengthening India's investor/shareholder protections.

Module III. Intermediaries, new market concepts and products will consider the operation and regulation of exchanges, including listing agreements, and the roles and responsibilities of all institutions and individuals involved in the secondary markets. SEBI's need to control access to the markets and certify, register and monitor all intermediaries, including retail financial intermediaries (RFIs) such as brokers and agents will be examined. Changes made possible by technology (dematerialization, Electronic Communication Networks (ECNs) Alternative Trading Systems (ATS), surveillance systems, databases) and the legal and regulatory responses needed to take advantage and keep abreast of them will be discussed, along with the challenges of implementing both consolidation, demutualization and interrelationships of exchanges from institutional, regulatory and investor perspectives. The self-regulatory model as it applies to exchanges, depositories, intermediaries and regulators such as SEBI and the US SEC and the UK FSA will be reviewed. Particular attention will be paid to the operation of the NASD and its NASDAQ market. The future of stock exchanges in the global markets will also be considered, including international structures: over the counter exchanges, exchange mergers, unlisted securities markets and global exchanges. Potential improvements in controlling systemic risk, including the introduction of "straight through processing" (STP) and real time gross settlement (RTGS) and their implications for achieving T+1 will be considered. New market concepts and products such as securitisation and derivatives will be subjected to legal scrutiny.

Module IV. Institutional Players will examine the definition, operation and role of asset management companies (mutual funds). Emphasis will be placed on the universal elements of mutual fund regulation. Special attention also will be paid to the role and evolution of the Unit Trust of India (UTI) and its impact on the development of India's fund industry. The operation and regulation of other collective investment schemes, particularly plantation schemes, non-banking finance companies (NBFCs) and private equity/venture capital funds will also be examined. The role, regulation and significance of foreign institutional investors will also be reviewed

Module V. Acquisition of Shares and Takeovers will examine the Takeover Code-SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 1997, as amended, including procedures for an open offer protection of minority shareholders. The role of takeovers in disciplining corporate management will be considered. It will also include a comparative study of the Takeover Codes in the UK and US with that of India.

Module VI. Insider Trading, Market Manipulation and Fraud will examine the elements of trading violations, insider trading including misappropriation theory, market manipulation and financial and other fraud. Methods of surveillance, detection and deterrence will also be explored. The concept of "Chinese Walls" will also be discussed. It will further include a comparative study of the Insider Trading Regulations in the UK and US with the amended SEBI (Prohibition of Insider Trading) Regulations, 1992 in India.

Module VII. Liabilities for Securities Laws Violations will cover an analysis of legal remedies, and the consequences of noncompliance under Indian, UK and US laws. A significant focus will be on the examination of SEBI's jurisdiction, powers and functions in contrast with international provisions and the need for reforms that would give SEBI greater powers. The importance of private rights of action and class actions to enforce the securities laws in the US and the UK will be examined and contrasted with opportunities for similar remedies in India.

Module VIII. Corporate Ethics will examine the concepts of corporate and legal ethics, and Codes of Professional Responsibility, including the special position and liabilities of securities lawyers. The ability of the regulatory authorities to discipline lawyers and accountants who practice before them will also be considered.

Module IX. Foreign Exchange Requirements will examine the Foreign Exchange Management Act, 1999 (FEMA) including definitions, ingredients, basic concepts and relevant regulations. Among the topics covered will be foreign direct investment (FDI), overseas investment/acquisitions by Indian companies; external commercial borrowings (ECB) and portfolio investment by Foreign Institutional Investors (FIIs) and Non-resident Indians (NRIs).

Module X. Taxation of Securities will briefly cover basic concepts and relevant provisions of the Income Tax Act, 1961 including capital gains, taxation of bonus shares, rights shares, convertible debentures, and employee stock option plans (ESOPs). Taxation of speculation business, set-off and carry forward of losses, double taxation avoidance provisions and agreements will also be covered. The availability and use of "advance rulings" will be examined.