LL.M. (Two Years) Corporate Finance and Law Syllabus - KSLU 2026

• IV SEMESTER
• PAPER 7: CORPORATE FINANCE AND LAW

Objectives:

• Industrial development is regarded as principal means in the strategy for achieving the goal of economic and social justice envisioned in the Constitution. Corporations, both public and private, are viewed as powerful instrument for development. In a developing society like India enormous varieties of consumer goods are manufactured or produced. Obviously, the situation raises the issues of procuring utilising and managing the finances. For this purpose a science of financial management techniques has been evolved. The faculties of commerce, business and management studies have since last decades started to impart instruction so as to turn out sufficiently well equipped and adequately trained financial personnel. However the legal and juristic aspects of corporate finance have been more or less not effectively taken care of.
• In view of the above perspectives the broad objectives of this course are formulated as follows:
• 1. To understand the economic and legal dimensions of corporate finance in the process of industrial development in established social order in the context of constitutional values.
• 2. To acquaint the students with normative, philosophical and economic contours of various statutory rules relating to corporate finance.
• 3. To acquaint the students with the organisation, functions, leading and recovery procedures, conditions of lending and accountability of international, national and state financing institutions and also of commercial banks; and
• 4. To acquaint the students with the process of the flow and outflow of corporate finance

Course content:

Unit I

• Corporate Finance: Meaning, importance and scope; Capital Needs: capitalization, Raising of Capital-securities, borrowings, deposits, debentures; Constitutional Perspectives of Corporate Finance: Borrowing Powers of Union and States (Article 292 and 293), Relevant Entries in Union List (List-I) [Entries 37, 43, 44, 45, 46, 52, 82, 85], and Entry24 of State List [List -2].

Unit II

• Equity Finance: Share capital and Retained Earnings; Prospectus: Information Disclosure, Types of Prospectus: Deemed Prospectus, Red Herring Prospectus, Shelf prospectus and Abridged Prospectus. Debt Finance: Debentures; Creation of Charges; Mortgages.

Unit III

• Protection of Investors: Individual Shareholder Right; Corporate Membership right; Derivative actions; Qualified Membership right; Conversion, Consolidation and Re-organization of Shares; Insider Trading; Resource Mobilisation in Capital Market.

Unit IV

• Corporate Fund Raising: Depositories - IDR (Indian depository receipts), ADR (American depository receipts), GDR (Global depository receipts); Public financing institutions - IDBI, ICICI, IFC & SFC; Mutual fund and other collective investment schemes; Institutional investment - LIC, UTI and Banks; FDI and NRI investment - Foreign Institutional Investment (IMF and World Bank), National Bank for financing infrastructure and development (NBFID)

Unit V

• Emerging Issues in Corporate Finance: Derivatives, Mergers and Acquisitions, Behavioural Finance, Entrepreneurial Finance, Financial Modelling, Financial Engineering, Risk Management, Zero-Based Budgeting (ZBB) Corporate Social Responsibility, Insolvency and Bankruptcy Code-Impact on Corporate Finance.

Select Bibliography:

• 1. Alistair Hondson, The Law on Financial Derivatives (1998), Sweet Maxwell.
• 2. Will's Ferran, Company Law and Corporate Finance (1999), Oxford
• 3. Jonathan Charkham, Fair Shares: the Future of Shareholder Power and Responsibility (1999), Oxford.
• 4. Ramaiya A, Guide to the Companies Act (1998), Vol. I, II and III.
• 5. H.A.J. Ford and A.P. Austen, Fords Principle of Corporations Law (1999), Butterworths.
• 6. J.H. Farrar and B.M. Hanniyan, Farrar's Company Law (1998), Butterworths.
• 7. Austenn R.P., The Law of Public Company Finance (1986), LBC.
• 8. R.M. Goode, Legal Problems of Credit and Security (1998), Sweet and Maxwell.
• 9. Altman and Subhramanyan, Recent Advances in Corporate Finance (1985), LBC.
• 10. Gilbert Harold, Corporation Finance (1956).
• 11. Henry F. Hoagland, Corporation Finance (1975).
• 12. Maryin M. Kristein, Corporate Finance (1975).
• 13. R.C. Osborn, Corporation Finance (1959).
• 14. S.C. Kuchhal, Corporation Finance: Principles and Problems (6th ed. 1966).
• 15. V.G. Kulkarni, Corporate Finance (1961).
• 16. Y.D. Kulshreshta, Government Regulation of Finance Management of Private Corporate Sector in India (1986).
• 17. Journals - Journal of Indian Law Institute, Journal of Business Law.
• 18. Chartered Secretary, Company Law Journal, Law and Contemporary Problems.
• 19. Statutory Materials - Companies Act and laws relating to SEBI, depositories, industrial financing and information technology.