Law and Regulation of Public Offering of Corporate Securities

Description

The book is a comprehensive exposition of the law and regulation of public offering of corporate securities. It explains an otherwise elaborate and complex set of laws in a simple and articulate manner, with an emphasis on the concepts and principles that are its foundations and building blocks.
The authors examine and explain:
(I) The foundational terms and concepts;
(II) Evolution of regulation of public offerings in India;
(III) Regulatory agencies that administer the securities laws;
(IV) The legal setting of a public offer of corporate securities and the mechanics of the transaction;
(V) The different forms and bases of liabilities; and
(VI) The remedies available to investors.

The book is not a static commentary on the statutory provisions, rules, and regulations governing public offering of corporate securities. Written in a linear fashion, it begins with the basic concepts, then each subsequent topic, section, and chapter logically builds on the earlier analysis, leading to a coherent study. However, the sections and chapters can also be read independently by those who may wish to refer to a specific topic.

About the Author

Raghvendra K. Singh and Shailendera K. Singh are advocates practicing adversarial and transactional law in Delhi with specialization in taxation, securities, and commercial laws.

Table of contents

Foreword by Justice S. Ravindra Bhat
Preface
Table of Cases
Table of Legislation, Bills, and Provisions of the Constitution of India
Table of Delegated Legislation
Abbreviations and Acronyms

1. Foundational Terms and Concepts
The Company as a Business Organization
Capital Requirement of Companies
Concept of Securities
Form of Securities
Corporate Securities
Free Transferability of Corporate Securities
Raising Capital by Issue of Securities
Securities Market
Securities Law

2. Evolution of Regulation of Public Offerings
History of Company Law
Disclosure Philosophy
Regulation of Public Offering under the Company Law
Control over Capital Issues
The Indian Securities Market and Its Regulation

3. Public Offer and Prospectus
Reasons to Go Public
Prospectus
Principal Legal Requirements for a Prospectus
Functions of a Prospectus
Types of Prospectuses
Listing of Securities and Types of Public Offering
Proponents of Public Offer and Offer for Sale
Prospectuses of Companies Incorporated Outside India

4. Regulatory Agencies
Regulatory Enforcement Styles
Securities and Exchange Board of India
Registrar of Companies
Stock Exchanges
Reserve Bank of India

5. Public Offering Programme: General
Choice of Trading Segment
Eligibility Criteria
Appointment of Intermediaries
Participants Other than Intermediaries
Initial Considerations
Preparing the Prospectus
Limitations on Publicity, Research Reports, and Financial Assistance

6. Public Offering Programme: Public Issue
Organizing the Prospectus
Issue of the Prospectus
Allotment and Listing of Securities
Life as a Listed Company

7. Liabilities and Regulatory Actions
Civil Liability
Criminal Liability
Pecuniary Penalty
Regulatory Actions

Index
About the Authors