Legal Aspects of Business
ISBN: 9789357467483
480 pages
For more information write to us at: acadmktg@wiley.com
Description
Legal Aspects of Business provides readers with a clear understanding of the legal challenges
that arise in the business world. A solid legal foundation enables business students to adeptly
navigate the intricate legal terrain of the business sector, empowering them to make well informed
decisions and contribute meaningfully to their organizations. This book clarifies
"what" the law is, elucidates "why" the law exists, and for those seeking deeper insights, it
directs readers to "where" they can find the law.
Foreword
Preface
Acknowledgments
About the Author
1 Introduction: Role of Law in Business
1.1 What Is Law?
1.2 Nature of Law
1.3 Sources of Law
1.4 Classification of Sources
1.5 Sources of International Law
1.6 Legal Systems around the World
1.7 Indian Legal System from a Business Perspective
1.8 Interplay of Law with Business Management
1.9 Business and Law: Examining the Case of X
1.9.1 Protection of Freedom of Speech on X
1.10 Legal Safeguards for Freedom of Speech on Social Media Platforms: India
1.11 Limitations and Restrictions on Freedom of Speech on Social Media Platforms: India
1.12 Balancing Act: Navigating Freedom of Speech and Regulation on Social Media in India
1.13 Role of Law in Risk Management
1.13.1 Compliance through Labor Laws
1.13.2 Compliance through Finance and Corporate Laws
1.14 Other Liabilities
1.15 Ethics in Business
1.15.1 Role of Ethics for Business Managers
1.15.2 Business and Environment
Summary
Key Terms
Review Questions
2 Introduction to Indian Contract Act, 1872
2.1 Introduction to Contract
2.2 Important Definitions under Indian Contract Act, 1872
2.2.1 Offer/Proposal
2.2.2 Acceptance
2.2.3 Consideration
2.2.4 Agreement
2.3 Offer and Invitation to Offer
2.4 Offers and Terms
2.5 Conditions and Warranties
2.6 Communication of Acceptance
2.7 Mirror Image Rule
2.7.1 Acceptance in Unilateral Contracts
2.8 Consideration
2.9 Natural Love and Affection
2.10 Past Voluntary Services
2.11 Promise to Pay a Time-Barred Debt
2.12 Kinds of Agreements
2.12.1 Valid Contract
2.12.2 Voidable Contract
2.12.3 Void Agreement
2.13 Free Consent
2.13.1 Coercion
2.13.2 Undue Influence
2.13.3 Fraud
2.13.4 Misrepresentation
2.13.5 Mistake
Summary
Key Terms
Review Questions
Appendix
Key Sections
Other Case Laws That You May Refer
3 Special Contracts and E-Contracts
3.1 Introduction
3.2 Special Contracts
3.2.1 Kinds of Special Contract
3.2.2 Standard Form Contract
3.2.3 Exclusion Clause
3.3 Electronic Contracts
3.3.1 Kinds of E-Contracts
3.3.2 Browse Wrap Agreements
3.3.3 Shrink Wrap Agreements
3.3.4 Click Wrap Agreements
3.3.5 Legality of E-contracts
Summary
Key Terms
Review Questions
Appendix
Key Sections
Other Case Laws That You May Refer
4 Discharge and Breach of Contract and Remedies Thereof
4.1 Introduction
4.1.1 Scenario I
4.2 Discharge of Contract
4.2.1 By Performance
4.2.2 By Impossibility to Perform
4.2.3 Mutual Agreement
4.2.4 By Lapse of Time
4.2.5 By Operation of Law
4.2.6 By Breach of Contract
4.3 Meaning of Breach of Contract
4.4 Modes of Breaches of Contract
4.4.1 Anticipatory Breach of Contract
4.5 Actual Breach of Contract
4.6 Remedies for Breach of Contract
4.7 Damages for Breach of Contract
4.8 Penalty and Liquidated Damages
4.9 Types of Damages
4.9.1 Ordinary Damages
4.9.2 Nominal Damages
4.9.3 Special Damages
4.9.4 Exemplary Damages
4.9.5 Remoteness of Damage
4.9.6 Measure of Damages
4.10 Specific Performance
4.10.1 Exceptions to Specific Performance
4.10.2 Injunction
4.11 Quantum Meruit
Summary
Key Terms
Review Questions
Appendix
Key Sections
Other Case Laws That You May Refer
5.1 Introduction
5.1.1 Important Definitions under the Sales of Goods Act, 1930
5.2 Specific and Future Goods
5.3 Contract of Sale
5.3.1 Essentials of Contract of Sale
5.3.2 Essential Elements of a Valid Contract
5.3.3 Sale and Agreement to Sell
5.4 Transfer of Ownership
5.4.1 Law Relating to Passing of Risk in Case of the Sale of Goods
5.4.2 When Does Property in the Goods Pass under the SOGA?
5.5 Transfer of Property in Ascertained Goods
5.6 Transfer of Property in Unascertained Goods
5.6.1 Transfer of Title by Non-Owner
5.6.2 Performance and Delivery of Goods under Contract of Sale
5.6.3 Auction Sale
5.6.4 Conditions and Warranties
5.7 Doctrine of Caveat Emptor
5.7.1 Rights of Unpaid seller
Summary
Key Terms
Review Questions
Appendix
Key Sections
Other Case Laws That You May Refer
6 Law of Negotiable Instruments
6.1 Introduction
6.2 Meaning and Definition of Negotiable Instrument
6.3 Negotiation of Negotiable Instruments
6.4 Kinds of Negotiable Instruments
6.4.1 Bill of Exchange
6.4.2 Checks
6.4.3 Promissory Note
6.4.4 Bouncing of Checks
6.4.5 Penalty and Legal Proceedings
6.4.6 Concept of Holder
6.4.7 Holder in Due Course
6.4.8 Changes Brought under the New Law
6.4.9 Understanding the Indian Currency
Summary
Key Terms
Review Questions
Appendix
Key Sections
Other Case Laws That You May Refer
7 Forms of Business Organization
7.1 Introduction
7.2 What Is a Business?
7.2.1 Advantages of Organizations
7.3 Sole Proprietorship
7.3.1 Salient Features of Sole Proprietorship
7.3.2 Elements of a Sole Proprietorship
7.4 Naming the Business
7.4.1 Sole Proprietorship
7.4.2 Joint Hindu Family Business
7.5 Partnerships
7.5.1 Nature of Partnerships
7.5.2 Facets of the Partnership Act
7.5.3 Cases in English Law
7.5.4 Liability
7.6 Cases in Indian Law
7.6.1 Difference between a Partnership and Hindu Undivided Family
7.7 Cases
7.8 Trusts
7.8.1 Objectives of a Trust
7.8.2 Essentials of a Trust
7.8.3 Types of Trusts
7.8.4 Essentials of a Public Trust
7.8.5 Duties of a Trustee
7.8.6 Breach by Trustee
7.8.7 Challenging a Trust
7.8.8 Termination of a Trust
7.8.9 Revocability of a Trust
7.9 Company
7.9.1 Definition under the Company Act, 2013
7.9.2 Advantages of a Private Limited Company
7.9.3 Disadvantages of a Private Limited Company
7.10 Limited Liability Partnership
7.10.1 Elements of LLP
7.10.2 Establishment of LLP
7.10.3 Liability in an LLP
7.10.4 Differences between Various Kinds of Business Organizations
Summary
Key Terms
Review Questions
8.1 Introduction
8.2 Consumer Behavior
8.3 Need for Consumer Protection
8.4 Advent of the Consumer Protection Act, 1986
8.4.1 Important Definitions under the Consumer Protection Act (CPA), 2019
8.4.2 Dispute Redressal Mechanism
8.5 Comparative Analysis of CPA 1986 and CPA 2019
8.6 Impact on E-commerce after the 2019 Act
8.7 Rights of a Consumer
8.7.1 Remedies to Consumers
Summary
Key Terms
Review Questions
Appendix
Key Sections
9 Intellectual Property Rights
9.1 Introduction
9.2 Intellectual Property Rights
9.3 Conclusion
Summary
Key Terms
Review Questions
Additional Readings
10 Business Ethics
10.1 Introduction
10.2 Operational Levels of Business Ethics
10.3 Scope of Business Ethics
10.4 Advantages of Business Ethics
10.5 Ethics in Business Practices in India
10.5.1 Code of Ethics
Summary
Key Terms
Review Questions
Case Study: Discussion Questions
Multiple-Choice Questions
Additional Readings
11 Introduction to Company Law
11.1 Introduction
11.2 Company: Meaning and Features
11.2.1 Artificial Legal Person
11.2.2 Separate Legal Entity
11.2.3 Perpetual Succession
11.2.4 Limited Liability
11.2.5 Common Seal
11.3 Classification of Companies
11.3.1 On the Basis of Incorporation
11.3.2 On the Basis of Liability
11.3.3 On the Basis of Membership
11.3.4 On the Basis of Control
11.4 The Corporate Veil Theory
11.4.1 Lifting the Corporate Veil
11.5 Formation and Incorporation of a Company
11.5.1 Stage I: Promotion
11.5.2 Stage II: Incorporation
11.5.3 Stage III: Raising of Capital
11.5.4 Stage IV: Commencement of Business
11.6 Important Documents under Companies Act, 2013
11.6.1 Memorandum of Association
11.6.2 Difference between Memorandum of Association and Articles of Association
11.6.3 Doctrine of Ultra Vires
11.6.4 Consequences of Ultra Vires Transactions
11.6.5 Doctrine of Constructive Notice and Indoor Management
11.6.6 Capital of a Company
11.6.7 Preference Shares
11.6.8 Equity Shares
11.6.9 Difference between Equity Share Capital and Preference Share Capital
11.6.10 Further Issue of Capital
11.6.11 Promoter of a Company
Summary
Key Terms
Review Questions
12 Directors, Shareholders, Audits, and Meetings
12.1 Introduction
12.2 Directorship in a Company
12.3 Shares and Shareholders
12.4 Role of Board
12.4.1 Governance Issues
12.4.2 Board Supremacy
12.4.3 Independent Directors
12.5 Audit
12.5.1 Types of Audits
12.5.2 Evolutionary Framework of Auditing in India
12.6 Meetings
Summary
Key Terms
Review Questions
13 Winding Up and Dissolution of a Company
13.1 Introduction
13.2 Dissolution
13.2.1 Modes of Dissolution
13.2.2 Modes of Winding Up
13.3 Liquidation under Insolvency and Bankruptcy Code
13.3.1 Process of Liquidation
Summary
Key Terms
Review Questions
14 Introduction to Insolvency and Bankruptcy
14.1 Introduction
14.2 Object and Preamble to the Code
14.3 Principles of the Code
14.4 Applicability of the Code
14.5 Allied Terms and Definitions
14.6 Insolvency Resolution Process
14.6.1 Initiation by Financial Creditor
14.6.2 Initiation by an Operational Creditor
14.6.3 Initiation by a Corporate Applicant
14.6.4 Person Not Entitled to Make Application
14.6.5 Initiation of Insolvency Proceedings
14.6.6 Insolvency Resolution Process
14.7 What Is Moratorium?
14.7.1 Rationale and Purpose
14.7.2 Objective
14.7.3 Features of Moratorium
14.8 Punishment for Contravention
14.9 Insolvency Professional under IBC, 2016
14.9.1 Public Announcement
14.9.2 Proof of Claims by
14.9.3 Submission of Proof of Claims
14.9.4 Constitute a Committee of Creditors
14.9.5 Authorized Representative
14.9.6 Constitution of Committee
14.9.7 Appointment of Registered Valuers
14.10 Recent Landmark Judgments
14.11 Assignment for Commencement of Insolvency under IBC, 2016
14.11.1 Scheme of Assignment
14.12 Relevant Provisions
14.12.1 Insolvency and Bankruptcy Code, 2016
14.12.2 The Arbitration and Conciliation Act, 1996
14.13 Criticism and Challenges of the Insolvency and Bankruptcy Code
14.13.1 Asset Reconstruction Companies (ARCs)
Summary
Key Terms
Review Questions
15 Alternative Dispute Resolution Mechanism
15.1 Introduction
15.2 History of ADR
15.3 Adaptation of ADR in India
15.4 Why ADR?
15.5 Forms of ADR
15.5.1 Negotiation
15.5.2 Mediation
15.5.3 Conciliation
15.5.4 Arbitration
15.5.5 Lok Adalat
Summary
Key Terms
Review Questions
Appendix
Key Sections
16 Labor Laws
16.1 Workmen’s Compensation Act, 1923
16.1.1 Introduction
16.1.2 Scope and Applicability
16.1.3 Objectivity of the Act
16.1.4 Eligibility
16.1.5 Employer’s Liability and Compensation
16.1.6 Compensation Amount and Benefits
16.1.7 Notice and Claim Procedure
16.1.8 Administration and Dispute Resolution
16.1.9 Penalties and Offenses
16.1.10 Conclusion
16.2 Trade Unions Act, 1926
16.2.1 Introduction
16.2.2 Formation and Registration of Trade Unions
16.2.3 Need for Recognition of Trade Union
16.2.4 Objectives and Powers of Trade Unions
16.2.5 Immunities and Liabilities
16.2.6 Dissolution and Amalgamation of Trade Unions
16.2.7 Regulations and Authorities
16.2.8 Requirements for Trade Union Registration
16.2.9 Penalties and Offenses
16.2.10 Conclusion
16.3 Payment of Wages Act, 1936
16.3.1 Introduction
16.3.2 Scope and Applicability
16.3.3 Objectives of the Act
16.3.4 Time and Mode of Payment
16.3.5 Regulation of Deductions
16.3.6 Maintenance of Wage Registers and Records
16.3.7 Inspections and Complaints
16.3.8 Penalties and Legal Remedies
16.3.9 Conclusion
16.4 Industrial Employment (Standing Orders) Act, 1946
16.4.1 Introduction
16.4.2 Objectives
16.4.3 Applicability
16.4.4 Content of Standing Orders
16.4.5 Certification and Amendment
16.4.6 Obligations of Employers
16.4.7 Dispute Resolution
16.4.8 Conclusion
16.5 The Factories Act, 1948
16.5.1 Introduction
16.5.2 Evolution
16.5.3 Scope and Applicability
16.5.4 Key Provisions of the 1881 Act
16.5.5 Health and Safety Provisions
16.5.6 Working Hours and Leave
16.5.7 Employment of Young Persons and Women
16.5.8 Salient features of Factories Act, 1948
16.5.9 Welfare Measures
16.5.10 Inspections, Penalties, and Enforcement
16.5.11 Conclusion
16.6 Minimum Wages Act, 1948
16.6.1 Introduction
16.6.2 Scope and Applicability
16.6.3 Objectives of the Act
16.6.4 Fixation and Revision of Minimum Wages
16.6.5 Components of Minimum Wages
16.6.6 Enforcement and Penalties
16.6.7 Payment of Wages
16.6.8 Role of Advisory Boards
16.6.9 Conclusion
16.7 The Plantation Labour Act, 1951
16.7.1 Introduction
16.7.2 Scope and Applicability
16.7.3 Key Provisions of the Plantation Labour Act, 1951
16.7.4 Regulation of Employment Conditions
16.7.5 Welfare Measures
16.7.6 Payment of Wages
16.7.7 Social Security Provisions
16.7.8 Inspections and Penalties
16.7.9 Conclusion
16.8 Mines Act, 1952
16.8.1 Introduction
16.8.2 Scope and Applicability
16.8.3 Objectives of the Act
16.8.4 Safety Measures and Precautions
16.8.5 Health Provisions
16.8.6 Working Hours and Leave Provisions
16.8.7 Appointment of Mines Inspector
16.8.8 Conclusion
16.9 Maternity Benefit Act, 1961 (Amended in 2017)
16.9.1 Introduction
16.9.2 Scope and Applicability
16.9.3 Maternity Benefit Amendment Act, 2017 (“Amendment Act”)
16.9.4 Maternity Leave and Payment
16.9.5 Methods of Claiming Maternity Benefits
16.9.6 Nursing Breaks
16.9.7 Advantages and Disadvantages of the Maternity Benefit Act, 1961
16.9.8 Prohibition of Dismissal
16.9.9 Employer’s Obligations
16.9.10 Conclusion
16.10 Contract Labour Act, 1970
16.10.1 Introduction
16.10.2 Scope and Applicability
16.10.3 Objectives of the Act
16.10.4 Registration and Licensing of Contractors
16.10.5 Rights and Welfare of Contract Labor
16.10.6 Constitutionality of the Act
16.10.7 Prohibition of Abolition of Contract Labor
16.10.8 Enforcement and Penalties
16.10.9 Social Security and Welfare Measures
16.10.10 Limitations and Recommendations
16.10.11 Conclusion
16.11 Payment of Gratuity Act, 1972
16.11.1 Introduction
16.11.2 Applicability
16.11.3 Objectives of the Act
16.11.4 Eligibility and Calculation
16.11.5 Payment of Gratuity
16.11.6 Inspectors under the Gratuity Act
16.11.7 Nomination and Trust Fund
16.11.8 Penalties and Offenses
16.11.9 Amendment and Recent Developments
16.11.10 Conclusion
16.12 Equal Remuneration Act, 1976
16.12.1 Introduction
16.12.2 Objectives
16.12.3 Prohibition of Discrimination
16.12.4 Job Evaluation and Wage Fixation
16.12.5 Duties of Employers
16.12.6 Enforcement and Penalties
16.12.7 Impact and Challenges
16.12.8 Conclusion
16.13 The Code on Wages, 2019
16.13.1 Introduction
16.13.2 Scope
16.13.3 Features of the Code
16.14 The Inter-State Migrant Workmen Act, 1979
16.14.1 Introduction
16.14.2 Scope and Applicability
16.14.3 Features of the Act
16.14.4 Registration of Establishments and Contractors
16.14.5 Obligations of Employers and Contractors
16.14.6 Appropriate Government and Advisory Boards
16.14.7 Welfare Measures
16.14.8 Penalties and Legal Remedies
16.14.9 Scope of Improvement in the Act
16.14.10 Critical Analysis of the Act
16.14.11 Conclusion
16.15 Public Liability Insurance, Act 1991
16.15.1 Introduction
16.15.2 Scope and Applicability
16.15.3 Bhopal Gas Tragedy
16.15.4 Objectives of the Act
16.15.5 Obligation to Take Out Insurance
16.15.6 Compensation and Relief
16.15.7 Claims and Liability
16.15.8 Insurance Companies and Third-Party Administrators
16.15.9 Offenses and Penalties
16.15.10 Conclusion
16.16 Unorganized Labour Bills, 2002
16.16.1 Introduction
16.16.2 Objectives
16.16.3 Social Security Measures
16.16.4 Welfare and Skill Development
16.16.5 Regulation of Working Conditions
16.16.6 Grievance Redressal Mechanisms
16.16.7 Implementation and Enforcement
16.16.8 Impact and Challenges
16.16.9 Conclusion
16.17 Recent Labor Law Reforms
16.17.1 Central Social Service Rules
16.17.2 The Code on Wages, 2019
16.18 Other Miscellaneous Acts
16.18.1 Securities Contracts (Regulation) Act of 1956
16.18.2 The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959
16.18.3 The Securities and Exchange Board of India Act, 1992
16.18.4 Foreign Exchange Management Act of 1999
16.18.5 Sick Industrial Companies Act, 1985 to 2003
16.18.6 The Depositories Act of 1996
16.18.7 Goods and Services Tax Act, 2017
16.18.8 International Trade and Finance
16.19 Commercial Law
16.20 Information Technology Act of 2000
16.21 The Right to Information Act of 2005
Index