Prospectus Liability Under The Corporations Law

This collection of essays describes and analyzes the legal regimes governing directors' liability for corporate fault and default across eleven important trading jurisdictions.

This new work provides integrated analysis of and guidance on the Prospectus Regulation 2017, civil liability for a misleading prospectus, and securities litigation in a European context. The prospectus rules are one of the cornerstones of the EU Capital Markets Union and analysis of this aspect of harmonisation, the areas not covered by the rules, and the impact of Brexit, provides valuable reference for all advising and researching this field. The first section serves as an introduction to the volume with relevant context. Part two discusses the subjects of Prospectus Regulation from both a legal and economic perspective. Each chapter within part two focuses on a key subject of the new Prospectus Regulation, providing an in-depth analysis of each issue. Part III of the work explains the domestic law on liability for a misleading prospectus, this issue being omitted from the Regulation. The law and practice in each of the key capital markets centres in Europe is analysed and compared, with the UK chapter covering the issues and possible solutions under Brexit. In the chapter on securities litigation there is full consideration of conflicts of laws issues with reference to the Brussels I regulation, and the Rome I and II Regulations. The fifth and final section looks to the future of disclosure practices in connection with securities offerings in the EU. The editors evaluate their key findings in a succinct summary to inform and enlighten the reader.

Companies Act, 2013 is the culmination of several years of effort to enact a new legislation governing companies to replace the Companies Act, 1956. It marks a major step forward and appreciates the current economic environment in which companies operate. Corporate Laws is based on the Companies Act, 2013. Students of other Indian universities will also benefit from this book. KEY FEATURES • A comparison of the provisions of the new and old laws has been given in every chapter • All recent amendments and rules relating to corporate laws have been incorporated • Interesting examples/case studies derived from landmark rulings have been given • Questions from recent examinations

It gives me immense pleasure to present second edition my book ‘Corporate Laws’. The Companies Act 2013 in a comprehensive form has brought with it enormous changes in almost all fields of corporate legislation and the industry is facing severe implementation challenges due to limited guidance towards the implementation aspects of the Act. Therefore, it is imperative to understand the magnitude and implications of these changes for ensuring compliance as per the new requirements. Keeping this context in mind it is my pleasure to present this book with focus in depth on the practical implications of the changes brought about by the Companies Act, 2013 along with the relevant rules, notifications and circulars. We are in the age of transition in the context of Corporate Law environment, as we are adopting new provisions of the Act of 2013 with the recent two amendments. The book aims to provide undergraduate students in commerce and law with the knowledge of company law in a simple, comprehensive and lucid language. In most part of the book the legal provisions are included in their original form so as do develop legal interpretation skill amoung the students. This book is also helpful for the students of ICAI, ICSI and ICWAI Students. The strength of book is secretarial aspects of company law as relevant rules and forms have been duly mentioned at the appropriate places.

Company Law by Dr. O.P. Gupta is a publication of the SBPD Publishing House, Agra. Dr. O.P. Gupta holds a M.Com., LL.B., Ex-F.C.S. and Ph.D. degree. He was a reader at the P.G.D.A.V. College (University of Delhi), New Delhi.

1. A Brief History of Indian Company Legislation, 2. Introduction of the Company : Meaning, Definitions and Classification, 3. Formation and Incorporation of Company, 4. Memorandum of Association, 5. Articles of Association, 6. Prospectus, 7. Share and Share Capital, 8. Transfer and Transmission of Shares, 9. Appointment and Qualifications of Directors, 10. Meeting of Board of Directors and Its Powers, 11. Managerial Personnel, 12. Annual General Meeting, 13. Declaration and Payment of Dividend, 14. Books of Account and Audit, 15. Inspection, Inquiry and Investigation, 16. Winding up of a Company, 17. Miscellaneous. Appendix