SINGLE CREDIT COURSE ON CORPORATE LAW AND CAPITAL MARKETS
At Centre for Banking and Insurance Law, we strongly feel that the aim of legal education is not only to be found within the pages of law books. It was with this aim and objective in our minds that we have had the good fortune of conducting a Single Credit Course titled “Corporate Law and Capital Markets,” which was conducted by one of the foremost corporate lawyers, Mr. Saswat Mohanty. The course gave our students the unique opportunity of being exposed to the practical knowledge of company law, capital markets, and securities, which have a tendency to become complex sometimes.
Based on his expertise in counseling corporations in IPOs and other major corporate transactions, the speaker took the audience through the matters connected with listing an entity in the market.
Course Overview:
- Course speaker: Saswat Mohanty, Partner at Luthra & Luthra Firm.
- Duration: September 15,2025 – October 13, 2025
- Mode: Virtual
- Participants: 481 (including students, researchers and young professionals)
- Structure: Interactive lectures, regulatory analysis, case studies, and Q&A sessions.
- Credit: One academic credit with a certificate upon successful completion Session-Wise Key Takeaways:
Session 1 – 15th September, 2025
This course was specifically designed for people who want to become corporate and securities lawyers. They were trained extensively through a detailed study of Draft Red Herring Prospectuses (DRHPs), SEBI regulations, and the working of transactions.
Basics of Company Types and Incorporation:
The class started off with an introduction to company law, where Mr. Mohanty elucidated the concepts of Private Companies, Public Companies, and One Person Companies (OPCs), and emphasized how only public companies are able to issue an IPO to raise capital. This was followed by an introduction to the process of integrating a company under section 7 of the Companies Act, 2013, and filling the SPICe+ forms and obtaining a CIN.
The SPICe+ system streamlines incorporation by amalgamating various registrations, and tough punitive measures of Section 447 ensure that persons making any false statements are held accountable.
Session 2 – 18th September, 2025
The Composition of the Board of Directors and Introduction to IPOs
This presentation covered the corporate governance aspects as per Section 149 of Companies Act with regard to the appointment of woman and resident directors as well as the board strength cap. Then, Mr. Mohanty introduced the IPO process as per SEBI ICDR Regulations, 2018, from kickoff meeting preparation to the submission of DRHP.
A compliant and diversified board structure is critical to being IPO-ready, especially in the case of listed companies and companies that experience a high turnover.
Session 3 – 19th September, 2025
Eligibility Criteria for IPO and Issue of IPOs
The study of the investors exposed them to the mechanics of IPO, as well as new issues, as well as Offers for Sale. The criteria for eligibility as per SEBI regulations 5 & 6, as well as alternate routes for companies not satisfying financial criteria, were explained by Mr. Mohanty. However, companies which do not meet profitability thresholds can gain access to the market through allocation of 75% of the offering to QIBs. Session 4 – 20th September, 2025
Role of Important Intermediaries in an IPO
This seminar focused on the various intermediaries involved in the IPO process. The main ones include the Book Running Lead Managers (BRLMs), registrars, depositories, and legal counsels. Mr. Mohanty stressed the involvement of the merchant bankers. BRLMs form the pillars of an IPO and are responsible for ensuring that all is done in respect of regulatory requirements, disclosure of information, and investor confidence.
Main Board vs. SME IPOs and Deal Structures
Continuing from the last discussion, this meeting compared the IPO process of the main board with the SME IPO, which highlighted differences in the criteria for selection, costs, time, and the nature of investors. Other essential agreements in the IPO process were discussed. Although the main board IPO provides size benefits and recognition, the SME IPO enables faster and cheaper access to the markets with the help of mandatory market makers.
Session 5 – 28th September, 2025
DRHP Drafting and Regulatory Scrutiny
This lecture covered an analysis of the Draft Red Herring Prospectus, comprising non-business matters like General Information, Corporate Governance, SEBI’s 2012 Rejection Framework, the Green Shoe Option, among others, by Mr. Mohanty.
“Accurate, consistent, and comprehensive disclosures in the DRHP are essential, and any mismatch in the DRHP leads to rejection of the SEBI notification,”
Session 6 – 10th October, 2025
Private Placements and Prospectus Liabilities
Attention now shifted to other available means of fundraising, mainly private placements under Section 42 of the Companies Act. Mr. Mohanty elaborated on procedural requirements, allotment limits, and liabilities arising from misstatements under Sections 34–36.
Misstatements in prospectuses can be both civil and criminal in nature, making diligence and verification very essential.
