Introduction

Company Law is one area of law that has diverse application in various legal jobs and areas of expertise. From corporate lawyers to directors of companies, many people need to have a grip on company law.

As companies have become the primary vehicles of wealth creation and organization of economic activities in our society, the complex body of law that governs these entities is a critical factor in the success of our country and welfare of the people. The experts in this law plays a very important role in corporate governance, dispute resolution and efficient management of economic value generation in the world.

Whether you work in the general corporate team in a law firm, or work as a compliance specialist, working in commercial litigation, arbitration or even working for a company in the in-house legal team, knowledge of company law is appreciated and useful everywhere.

The Act is pretty vast and it is quite difficult to wrap your head around it. Even associates in top law firms stumble from time to time when it comes to company law. The books are fat and intimidating.

By learning the sections of Companies Act, 2013, you learn very little about the actual work you have to do eventually. For example, can you perform a basic task like drafting board resolutions? Do you know what exact steps to take after board resolutions are approved in order to comply with the law and various regulations that apply?

Let’s say your company’s managing director wants to take a loan from the company. Do you know what to do when you get such a mandate? How about how to handle related party transactions and the exact steps involved?

We researched long and hard to understand the most common applications of company law and what one needs to do in day-to-day work as far as company law is concerned, and created a comprehensive course. Read on to understand how this course can make a big difference to your career.

Who should take this course

• Directors of companies and others in charge of corporate governance
• Compliance officers, CA and CS professionals
• General corporate and transaction lawyers
• Lawyers looking to build corporate litigation practice
• Law students and lawyers looking to work in corporate law firms in commercial litigation team or in-house legal teams in companies
• Law students and lawyers interested in compliance jobs or in-house legal roles.

What is the career potential after doing this course

• Are you interested in working with companies as a lawyer or compliance specialist? Do you want to work as a corporate lawyer? Do you want to work in a law firm in M&A, Private Equity, Venture Capital, general corporate or banking transactions teams? If yes, then company law is something that you are going to deal with day in and day out.
• Companies Act 2013 has introduced massive changes to corporate governance in India. It impacts all the big companies. It has generally increased compliance thresholds and made life of directors and promoters quite difficult. However, it has increased work for lawyers.
• Knowledge and skills around company law never goes out of fashion. Industries and practice areas rise and fall in eminence, but they will all need company law experts.
• If you have a good knowledge of company law, you can impress any corporate lawyer or a corporate litigator in any interview. If asked about what is your favourite area of law, you can say it is company law and then answer the barrage of technical questions that will follow, you will make the cut in any good law firm.
• In every transaction, and almost in every commercial litigation, your knowledge of company law will come handy.
• As a lot of businesses in India are moving from informal to formal sector, this is an area whose demand is steadily increasing.
• Company law is a very technical subject that is also often found boring because it is taught in a very lousy way in law schools and textbooks. Actually it is very interesting and enjoyable. This is also a reason why most lawyers don’t go beyond the surface and are unable to develop significant expertise in company law.
• Reading the Companies Act 2013 is a good start, but you need to go deeper. Expertise in company law and corporate governance will require skills which are more varied than merely knowing the provisions of the statute.

Check out the learning objectives to understand what you will exactly learn.

Potential employers

• In-house legal teams in any business
• Law firms
• Corporate litigators
• Compliance teams in corporations
• Large conglomerates

What is unique about this course

• The course trains you on different kinds of real life work associated with company law that is required to be performed by lawyers and other professionals
• The course is not limited to a provision-by-provision study of the statute and associated case laws alone - it provides the procedure as well as the logic behind various transactions which a company undertakes, such as a buyback or a private placement.
• Best practices are also sought to be taught, which can improve governance processes.
• The course provides a grip on this area from the perspective of work of a commercial lawyer (and not merely secretarial work)
• Case studies, drafting documents and preparation of action plans and strategies is included
• Our trainers are highly experienced individuals with many years of industry experience
• You will find knowledge acquired in this course very valuable with respect to most teams at law firms, as an in-house counsel or even if you pursue corporate litigation.

What will you learn

• After completing the course, you will be able to do company law related compliance work, provide strategic inputs with respect to company law and be at ease with company law aspects of various transactions as well as litigation.
• The objective is for you to stand out in the way that you deal with all work which relates to company law, and bring in real, intelligent and customised inputs.
• Practically all transactions which can happen in the life cycle of the company are covered with the objective of providing exposure on practical problems.
• Specialised learning such as governance of subsidiaries of multinational entities or details to be included in a shareholders agreement is provided with the objective to train students in areas not commonly provided in other company law courses.
• Enough checklists have been provided with the objective that no critical actions are missed out.
• Sample documents are provided with the objective to provide a starting point which the students can then improvise for their purposes.

Specific Learning Objectives

• Know when the company form is an appropriate structure for a business and understand how it can be strategically advantageous
• Understand when incorporation of a company may not be the best alternative and when you should not go for incorporation
• Learn how to draft the constitutional documents to meet specific objectives of promoters/investors/stakeholders
• Understand the process of incorporation of different types of companies - private, public, section 8 companies, subsidiaries of foreign companies, one person companies
• Understand the concept of shell companies
• Learn how to start a company law practice and draft opinions
• Understand the entire process with complete documentation package relating to incorporation of a subsidiary entity of a foreign company
• Understand the concept of corporate governance and how it is connected with the board of directors
• Learn the legal and practical aspects of board meetings, together with prevalent best practices in this regard
• Know about the legal and procedural aspects of Shareholders meetings and class meetings
• Know the specific requirements in relation to holding meetings by video conferencing
• Learn what third parties should be aware of while dealing with a company
• Learn all about Audit, Nomination & Remuneration and Stakeholders relationship committees
• Know about the different types of directors and the procedure for their appointment
• Learn about functions and responsibilities of Chairman, independent directors, CXOs and Company Secretaries
• Learn how to frame incentive plans for top management, draft employment agreements of CXOs and understand clawback provisions
• Know all about the liabilities of directors and officers in default
• Learning about the different kinds of share related dealings such as private placements, rights issues, share transfers and buybacks
• Learn how to choose an optimal M&A transaction method
• How to draft a scheme of arrangement
• Know all about inter corporate dealings, loans and investments
• Learn about transactions between holding and subsidiary companies and the layering of subsidiaries
• Learn how to draft a subsidiary governance manual
• Know all about which transactions are considered related party transactions and how to undertake these
• Why lawyers should know about accounts and how accounts intercept with the law
• All about Auditors - their appointment, remuneration, resignation and removal
• When do CSR requirements become applicable and the taxation impact on CSR activities
• How to obtain information about listed and unlisted entities from stock exchange and MCA respectively as well as the websites of the companies themselves
• Understanding what matters can be dealt with by NCLT, how to draft petitions, next steps and how to present at the hearings
• Learn all about voluntary and compulsory winding up of companies