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Friday, January 13, 2012

Learnings from Sandeep Parekh's course on Securities Regulation at IIM Ahmedabad

I must confess that before this course, I'd not heard of Sandeep, even thought he's a noted securities lawyer(having argued the Azadi Bachao Andolan case, and was ex-Legal Head of SEBI). But after the course, I must say that his rather unique style was really useful to me. Some key takeaways from the course
DISCLAIMER:- Based on personal memory/notes, so any errors in this are most likely mine! 
  1. Securities are not produced-they are created. And being intangible evidence of ownership in something tangible('company'), the prospectus needs to specify clearly WHAT that something is. 
  2. Administrative(or quasi judicial), civil and criminal penalties can ALL be levied in a case, as the double jeopardy bar applies ONLY to criminal proceedings
  3. He felt that insider trading hurts dealers and speculators the most as they trade the maximum volumes without having access to inside data like how one-off insiders do. That is a very interesting view since I felt that people 'in the market' like these would also have access to that information eventually. 
  4. Indian security law does not start and end with SEBI Act/regulations, it includes whole host of other regulations like Companies Act, Exchange regulations etc. 
  5. Ignorance of law is no excuse, so before executing any major corporate decision, one should consider the securities law consequences especially those of informing exchanges, insider trading, market manipulation, stock option repricing etc. 
  6. In case big trades are executed, risk always exists of insider trading/manipulation accusations. Hence, document the trade internally and try to back it up with external research reports if any.
  7. Unlike quasi judicial bodies like SAT, SEBI has legislative, administrative and judicial powers.
  8. The 'Enforcement Dept' does not actually enforce anything, but argues for SEBI during appeals..
  9. For fraud, one would need to prove mens rea, omission when duty to speak/commission, reliance, loss causation and materiality, damages and transaction causation. In plain English, that would mean a hell lot of stuff! 
  10. If primary liability exists and abettor aware of it, then 2ndary liability possible if knowledge of that.
  11. Care, Diligence and Loyalty are main fiduciary duties
The course was a lot more than that, but now my fingers ache from typing out so much! Overall a very interesting course and reflects his creativity in the course design and use of prezis for creating the slides.

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