CS Executive Capital Market and Securities Laws Classes
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CS Executive Paper 5 - Capital Market and Securities Laws
Securities Laws and Capital Markets is a 100-mark paper that is the most distinctively "CS" subject in Module 2. While Chartered Accountants study SEBI broadly, Company Secretaries study it as primary compliance practitioners — you will be the person in a listed company responsible for ensuring SEBI Listing Regulations compliance, coordinating with stock exchanges, and advising the board on insider trading policy.
Securities Law Framework
- SEBI Act 1992 — SEBI's powers (regulatory, quasi-judicial, quasi-legislative), enforcement tools, SAT (Securities Appellate Tribunal), penalties under SEBI Act
- Securities Contracts (Regulation) Act 1956 — Stock exchange recognition, contract recognition, delisting
- Depositories Act 1996 — NSDL and CDSL, dematerialisation, pledging, transmission, beneficial ownership
SEBI Regulations
- SEBI LODR 2015 (Listing Obligations and Disclosure Requirements) — Board composition requirements (independent directors, women directors, audit committee), quarterly financial results disclosure, corporate governance report, related party transactions disclosure, RPT policy. This is the most frequently tested regulation in Paper 6.
- SEBI ICDR 2018 — IPO eligibility, DRHP process, lock-in of promoters, pricing (fixed price vs book building), anchor investors, listing timeline
- SEBI SAST 2011 (Substantial Acquisition of Shares and Takeovers) — Creeping acquisition thresholds, open offer trigger (25% and beyond), open offer process, exemptions
- SEBI (Prohibition of Insider Trading) Regulations 2015 — Unpublished Price Sensitive Information (UPSI) definition, insider definition, trading window, structured digital database (SDD) requirements, code of conduct
- SEBI (Buyback) Regulations — Tender offer and open market methods, conditions, disclosures
Capital Market Instruments
- Equity instruments — Shares, warrants, convertible instruments
- Debt instruments — Debentures, bonds, commercial paper, certificate of deposits
- Derivatives — Futures, options, index derivatives (basic concepts for regulatory context)
- Mutual funds — Structure (trust, AMC, sponsor, trustee), SEBI MF Regulations overview
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