Course Outline

Indian Institute of Management Calcutta

Programme : MBAEx

Name of the Course Regulatory and Legal Environment

Core course

Credit: 1.5 credits (10 sessions)

Instructor: V.K. Unni (7 Sessions) - CC

Affiliation: IIMC

Email: IIMC id: unniv@[Link]

Instructor: R Rajesh Babu (3 Sessions)

Affiliation: IIMC

Email: IIMC id: rajeshbabu@[Link]

Course Objective and Key-takeaways from the course:

Introduction to Course /Course Description This course will help the students to understand the role
played by the legal and regulatory systems in the context of business. Students will be exposed to various
issues pertaining to the fundamentals of legal systems and the constitutional framework, basic principles of
the law of contracts and special contracts, various legal structures to doing business like proprietorship,
partnership, limited liability partnership, companies, etc. They will also learn the importance of law in
protecting consumers and intellectual property.

The key takeaways:

• Basic understating of the legal aspects of business;

• Principles and foundation of commercial contracts management, managing legal risk associated
with breach of contracts, including business to consumer contracts;
• Regulatory framework for business associations – partnership and corporate entities;
• Legal aspects of intellectual property rights

Learning Goals:

1. Possess the ability to think critically and find solutions to managerial problems
2. Possess the ability to integrate their learning across functional boundaries
3. Develop ethical values and a multi-stakeholder perspective

1
Session Plan

S no. Topic Intended learning outcome Readings

1 Introduction to the The session will help students to Chapter 1: Business Management
Legal Environment understand the structure of the legal and Jurisprudence, Daniel
and regulatory environment; law and Albuquerque, Legal Aspects of
morality; the character of the Indian Business (Oxford University Press)
legal system;
Henry B. Reiling, Law and Legal
Reasoning: An Introduction, HBS
2003

Constance E. Bagley, Winning

Legally: Using the Law to Create
Value, Marshal Resources, and
Manage Risk HBS 2006

2 Law of Contracts Chapters 2 and 3: Indian Contract

This session will help the students to Act, Daniel Albuquerque, Legal
Distinction between understand the important ingredients Aspects of Business (Oxford
contracts and of a contract like consent, University Press)
agreements consideration, competence of parties,
Privity of contracts lawful object etc Constance E. Bagley, Using
Contracts to Define and Strengthen
Relationships: Mastering the Legal
Aspects of Business HBS 2008

Guhan Subramanian, Contracts 101:

What Every Negotiator Should Know
About Contract and Agency Law
HBS 2006

3 Contract continues Chapters 2 and 3: Indian Contract

… This session will help the students to Act, Daniel Albuquerque, Legal
Mode of contract understand the mode of contract Aspects of Business (Oxford
formation formation, the role of offer and University Press)
Remedies for breach acceptance, remedies available in
of contracts case of breach like damages, Constance E. Bagley, Using
Damages and specific liquidated damages, specific Contracts to Define and Strengthen
performance, performance etc. Relationships: Mastering the Legal
discharge of contracts Aspects of Business HBS 2008

2
4 Special Contracts This session will help the students to Chapter 4: Undertaking by the Indian
understand the role played by Contract Act, Daniel Albuquerque,
Indemnity; various special contracts in business Legal Aspects of Business (Oxford
Guarantee; like indemnity, guarantee, role University Press)
Agency; played by the surety and the rights of
Pledge and bailment; the creditor, the importance of
Sale of Goods agency and the role of the principal
and agent , rights of the pledgor and
pledgee , concept of implied lien etc.

5 Partnership; This session will help the students to

Limited Liability understand the role played by Chapters 7: Indian Partnership Act,
Partnership various special contracts like Sale of Daniel Albuquerque, Legal Aspects
Goods Act so that they can of Business (Oxford University
appreciate the various legal issues Press)
pertaining to product /service
liability, conditions and warranties in
sale, doctrine of caveat emptor, role
played by partnerships in setting up
businesses, concept of unlimited
liability and mutual agency, the
concept of negotiability in negotiable
instrument etc.

Company Law
6 This session will help the students to
Concept of company understand the important concepts Chapters 8 to 10: Indian Companies
as a separate legal relating to company its status as Act, Daniel Albuquerque, Legal
entity separate artificial person, various Aspects of Business (Oxford
Companies and kinds of companies like public University Press)
limited liability for companies, private companies,
shareholders companies limited by shares
Types of companies companies limited by guarantee,
importance of limited liability for
shareholders etc

7 Company Law … This session will help the students to Chapters 8 to 10: Indian Companies
understand the various incorporation Act, Daniel Albuquerque, Legal
Incorporation, formalities like the contents of Aspects of Business (Oxford
Memorandum and Memorandum of Association and University Press)
Articles of Articles and Association and their
Association importance in managing the affairs
Doctrine of Ultra of the company with regard to
Vires external and internal stakeholders

3
8 Role of Director This session will help the students to
Board Lifting of understand the corporate governance Chapters 8 to 10: Indian Companies
Corporate Veil provisions, stake holder approach of Act, Daniel Albuquerque, Legal
Companies Act 2013 , Role of Aspects of Business (Oxford
Director Board , CSR provisions , University Press)
BRSR Framework 2021 of SEBI

9 Intellectual Property This session will help the students to Chapter 26: Laws relating to
Law understand the international treaties Intellectual Property Rights, Daniel
which has linked intellectual Albuquerque, Legal Aspects of
property protection with trade and Business (Oxford University Press)
how companies can move ahead by
leveraging their IP. They will also
appreciate the various sub
classification under the intellectual
property system like copyrights,
patents, trademarks, design etc

Intellectual Property
10 Law This session will help the students to Chapter 26: Laws relating to
Role played by understand the legal principles Intellectual Property Rights, Daniel
Intellectual property dealing with copyright like Albuquerque, Legal Aspects of
in modern business originality and fixation, idea- Business (Oxford University Press)
transactions expression dichotomy, patentability
Role of WTO-TRIPS requirements like non-obviousness,
Agreement in IP exclusions from patentability,
protection concept of distinctiveness in
Classification of trademarks, originality of designs
various intellectual and exclusion of functional designs
property - Copyrights: etc. The interface of Artificial
patents, trademarks, Intelligence with IPR, case
designs discussion on ANI v. Open AI

Course material is issued from the Programme office:

Book:
Daniel Albuquerque, Legal Aspects of Business (Oxford University Press)
Articles:
Henry B. Reiling, Law and Legal Reasoning: An Introduction, HBS 2003
Constance E. Bagley, Winning Legally: Using the Law to Create Value, Marshal Resources, and
Manage Risk HBS 2006
Guhan Subramanian, Contracts 101: What Every Negotiator Should Know About Contract and Agency
Law HBS 2006
Constance E. Bagley, Using Contracts to Define and Strengthen Relationships: Mastering the Legal
Aspects of Business HBS 2008

Office hours and academic consultations held to support concept clarification, application of course
frameworks and mentoring

 Prof. R. Rajesh Babu 4 pm -5 pm on all days when concerned instructor’s sessions are scheduled
 Prof. .V.K. Unni 4.15 pm -5.15 pm on days when the concerned instructor’s sessions are scheduled in
the first half and 10 am -11 am when the concerned instructor’s sessions are scheduled in second half
 Student engagement outside classroom (external engagement) 1.5 hours per week

4
Evaluation Components

 Components  Weightage

End term exam 100