[Shreya Saswati and Sruti Patra are 4th year B.A.LL.B. (Hons.) students at National Law University, Odisha] Recently, the Securities and Exchange Board of India (“SEBI”) sent a letter to bankers with a list of 31 advisory points on due diligence pertaining to initial public offerings (“IPO”). The IPO disclosure requirements at present are quite broad and clear. Starting from the preparation of...
CCI (Determination of Monetary Penalty) Guidelines, 2024: A Long-Awaited Move
[Srishti Multani, Amritanshu Pushkar, and Aryan Birewar are 4th Year BBA LLB (Hons.) students at Symbiosis Law School, Pune] On March 6, 2024, the Competition Commission of India (‘CCI’) notified the CCI (Determination of Monetary Penalty) Guidelines, 2024 (‘Guidelines’) to help the CCI determine the penalty to be imposed for infractions of the Competition Act, 2002 (‘Act’). They provided the...
Minimum Promoter Contribution Revisited: SEBI’s Amendment
[Adnan Danish and Zaier Ahmad are penultimate year BA LL.B. (Hons.) students at National Law Institute University, Bhopal ] Following the Union Budget for the fiscal year 2023-24, an Expert Committee was established under the chairmanship of Mr. S.K. Mohanty, a former Whole Time Member of the Securities and Exchange Board of India (‘SEBI’). The Committee’s mandate was to review the SEBI (Listing...
Revisiting the ‘Settled’ Law on MSMED and Arbitration Acts: An Alternative Way Forward
[Ameya Sharma and Tassawar Ali are second-year students pursuing B.A., LL.B (Hons.) from NALSAR University of Law, Hyderabad] In Gujarat State Civil Supplies Corporation Ltd. v. Mahakali Foods Pvt. Ltd., the Supreme Court settled the conflict between the Micro, Small and Medium Enterprises Development Act, 2006 [“MSMED Act”] and the Arbitration and Conciliation Act, 1996 [“A&C Act”]. It was...
Pitch It or Ditch It: Are Investor and Analyst Presentations Mandatory?
[Mythri Murali is a 5th year B.A., LL.B. (Business Law Hons.) student from National Law University, Jodhpur] Listed companies typically hold gatherings with analysts and investors after quarterly results or at least once a year to share information about their performance and future prospects. These meetings often include presentations, conference calls, group meetings, one-on-one interactions...
SEBI’s New Price Discovery Framework: Navigating the Tax Implications
[Parv Jain is a 3rd-year B.A., LL.B. (Hons.) student at the Institute of Law, Nirma University, Ahmedabad] Recently, the Securities and Exchange Board of India (‘SEBI’) led the way and proposed a unique price discovery method for listed Investment Companies (‘ICs’) and listed Investment Holding Companies (‘IHCs’) through its consultation paper on “Framework for Price Discovery of Shares of listed...
Board Effectiveness: Challenges and Opportunities
[Bharat Vasani is Senior Advisor – Corporate laws at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] It is the board’s responsibility to successfully run a company, as set out in terms of section 179 of the Companies Act, 2013 (“Act”). Hence, it is imperative that the boards function effectively to ensure that...
The DMRC Case – Assessing Exercise of Curative Jurisdiction in Annulment of Arbitral Award
[Prince Todi is an Associate at AZB & Partners, Mumbai. Yavipriya Gupta is an Advocate practising at the Bombay High Court and the Supreme Court of India] Perhaps, a pro-arbitration jurisdiction can be characterized as one having consistent laws, with a focus on expeditious adjudication of disputes, minimal judicial intervention, and a presence of strong enforcement framework aimed at...
Unravelling RBI’s Climate Disclosure Mandate: A Step towards Financial Sustainability?
[Shivam Bhattacharya is a 5th year and Subhasish Pamegam is a 3rd year law student at Gujarat National Law University, Gandhinagar] In a significant development, the Reserve Bank of India (“RBI”) has published the ‘Draft Disclosure Framework on Climate-related Financial Risks, 2024’. The framework mandates the Indian financial institutions (“FIs”) to incorporate climate-related assessments into...
Disparate Voting Mechanisms for Authorised Representatives under the IBC: Homebuyers’ Interests?
[Paras Khetan is a 3rd year BA.LLB (Hons.) student at the National Law School of India University in Bangalore] Recently, the National Company Law Appellate Tribunal (NCLAT) in Vijay Saini v. Devender Singh had the opportunity to interpret section 25A(3A) of the Insolvency and Bankruptcy Code, 2016 (IBC) in the context of a withdrawal application under section 12A of IBC. The NCLAT applied...
Ensuring Market Integrity: SEBI’s New Framework on Unaffected Prices Amidst Market Rumours
[Sahil Kripalani is a 4th year B.B.A., LL.B. (Hons.) student at Gujarat National Law University] In an effort to enhance market integrity and ensure fair valuation, the Securities and Exchange Board of India (“SEBI”), by its recent circular, has introduced a new framework focused on managing unaffected prices amidst market rumours. According to the SEBI Listing Obligations and Disclosure...
SEBI’s Proposal for Indian Mutual Funds and Overseas Investments
[Adnan Danish and Zaier Ahmad are penultimate year BA LL.B. (Hons.) students at National Law Institute University, Bhopal ] The Securities and Exchange Board of India (SEBI) has recently issued a consultation paper that aims to address a regulatory gap. Currently, SEBI-registered mutual funds can invest in various overseas securities, including American Depository Receipts (ADRs), Global...
The Case for Farmland REITs: Redefining Real Estate Investments
[A.S Vamsi Krishna and Swagat Ahuja are 4th year B.A.LL.B. (Hons.) students at Rajiv Gandhi National University of Law, Punjab] Real estate investment trusts (‘REITs’) are publicly owned entities that enable a broad spectrum of investors to acquire fractional ownership in real estate assets. In recent years, farmland investments via REITs has gained traction due to their ability to provide stable...
Downstream Investments by FOCCs – Resolving the Regulatory Conundrum
[Roshan Cyriac is a 4th-year B.A., LL.B. (Hons.) student at NALSAR University of Law, Hyderabad] Foreign investors can invest in India directly through foreign direct investment (FDI) or through an entity owned and controlled by it (FOCC). An FOCC is a company incorporated in India but owned and controlled by a (non-resident) foreign company. When a non-resident transfers shares in Indian...
Arbitration Realities: Patterns of Challenges and Judicial Responses
[Madhav Goel, Karan Gulati, Sonam Patel, and Anjali Sharma are researchers at the TrustBridge Rule of Law Foundation] Arbitration has become a widely used mechanism to resolve contractual disputes in India. It offers greater flexibility and better alignment with parties’ incentives than courts. Since the parties voluntarily choose arbitration, they are generally expected to accept the outcomes...
Indian Shareholder Activism: Approaching a Turning Point?
[Karan Anand and Bhaskar Vishwajeet are students at Jindal Global Law School] The unsuccessful merger between Zee Entertainment Enterprises Limited (“ZEEL”) and Culver Max Entertainment Private Limited (“SPNI”) has reignited the debate on the status of shareholder activism in incomplete mergers in India. In the wake of the termination of the merger, some of SPNI’s institutional shareholders...
SEBI’s Right of Recovery: Limited to One’s Lifetime or Beyond?
[Urvashi Misra is a Counsel and Arnab Ray an Associate at AZB & Partners, New Delhi] Actio personalis moritur cum persona, i.e., personal actions die with the death of a person is a well-established legal principle, which is widely accepted by judicial and regulatory authorities, including the Securities and Exchange Board of India (“SEBI”). While SEBI has been implementing this principle in...
Demystifying Financial Debt: A Deep Dive into a Supreme Court Ruling
[Tanisha Gautam is a 4th year B.A., LL.B. (Hons.) student at the Institute of Law, Nirma University, Ahmedabad] The Insolvency and Bankruptcy Code, 2016 (IBC) established the boundaries between ‘financial debt’ and ‘operational debt’, which has been further clarified and expounded upon by the judiciary over time. The landmark judgment by the Supreme Court in Global Credit Capital Limited v. Sach...
Crowdsourcing Capital Faces Stiff Penal Actions
[Pammy Jaiswal is a Partner at Vinod Kothari and Company] Several well-known digital platforms have been showcasing the immense potential to raise funds for start-ups from private equity investors, reaching very often to retail investors too. However, one needs to note the provisions of section 42 (7) of the Companies Act, 2013 (‘CA 2013’), and several recent penalty orders which, with detailed...
Advancing the Objectives of IBC: Why Arbitration Should Persist During Moratorium Periods
[Arunoday Rai is a 3rd-year B.A., LL.B. (Hons.) student at the National Law School of India University, Bangalore] There has been sufficient literature arguing for reconciliation between insolvency and arbitration proceedings. This post argues for the continuation of arbitration proceedings as it furthers the objectives of insolvency and enhances its efficiency. It critiques the position taken by...
SEBI’s Proposed Price Discovery Framework: Balancing Market Protection
[Avinash Kotval and Aviral Bhardwaj are final and penultimate year BBA LL.B. (Hons.) students, respectively, at Jindal Global Law School, Sonipat] On April 19, 2024, the Securities and Exchanges Board of India (‘SEBI’) released a consultation paper on ‘Framework for Price Discovery of Shares of listed Investment Companies & listed Investment Holding Companies’. This consultation paper intends...
Deciphering the Incorporation of Arbitral Clauses and Contractual Intent
[Ria Bansal is a 3rd year B.A., LL.B. (Hons.) student at Rajiv Gandhi National University of Law, Punjab] Recently, the Supreme Court of India in NBCC (India) Ltd. vs. Zillion Infraprojects (P) Ltd. set aside the appointment of a sole arbitrator under section 11(6) of the Arbitration and Conciliation Act, 1996 (“the Act”) on the basis that the arbitration clause had not been incorporated within...
Navigating RBI’s Payment Aggregator Directives: A Merchant Perspective
[Pratishtha Shrivastava is a 3rd Year B.A.,LL.B student at Institute of Law, Nirma University] In a recent development, the Reserve Bank of India (RBI) proposed draft directions for the regulation of payment aggregators (PAs), specifically those handling physical point-of-sale (PoS) services. A PA is a third-party service provider that lets consumers pay retailers. Some significant PAs in India...
Foreign Direct Listing: Status of an Unlisted Public Company Post-Listing
[Sanyam Jha is a 4th year law student at West Bengal National University of Juridical Sciences, Kolkata] The transformation of India’s legal framework in terms of global fundraising opportunities for local enterprises represents a key step toward attracting foreign investment and boosting growth potential. Historically, Indian enterprises sought access to foreign cash through methods such...
The Broken Promise of ESG Investing
[Shuchi Agrawal is a Research Fellow in the Corporate Law and Financial Regulation team at Vidhi Centre for Legal Policy] The concept of environmental, social and governance (“ESG”) factors was first introduced into the mainstream in a 2004 United Nations report on sustainable finance. Since then, the idea has gained much popularity and has become increasingly important in the financial sphere...
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