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Power to Dispense with Meetings of Shareholders and Creditors in a Scheme of Arrangement

[Anirban Chanda is a 4th Year B.A., LL.B. Student at Jindal Global Law School. The author is grateful to Anujay Shrivastava for his inputs] For a very long time, there was an ambiguity regarding the National Company Law Tribunal’s (NCLT) power to dispense with the meetings of shareholders and creditors in an amalgamation or arrangement, especially in a scenario where the ‘majority’ of the...

CCI on Whether Inefficiency or Delay in Service Amount to a Violation under the Competition Act

[Anirban Chanda is a 4th year B.A., LL.B. (Hons.) student and Anujay Shrivastava a 5th Year B.A., LL.B. (Hons.) student, both at the Jindal Global Law School] In its recent decision in National Consumers Co-operative Federation of India v. New Town Electric Supply Company Ltd. and West Bengal State Electricity Distribution Ltd. (NCCFI), the Competition Commission of India (CCI) has declared that...

Participation of Mutual Funds and Insurance Companies under the RBI’s Stressed Assets Framework

[Sachin Santuka is a B.B.A LL.B. candidate at the National Law University Odisha] After the Supreme Court in Dharini Sugars v Union of India struck down the Reserve Bank of India (RBI) circular dated 12 February 2018, the RBI on 7 June 2019 introduced a revised framework for the resolution of stressed assets. The provisions of the framework are applicable to Scheduled Commercial Banks, All India...

Key Impact of the Proposed Reforms to the FDI Policy

[Rishabh Sharma is a IV Year BA.LLB. (Hons.) student at NALSAR University of Law, Hyderabad] On 28 August 2019, the Union Cabinet approved the proposed changes in foreign direct investment (FDI) norms in four sectors, namely, coal mining, digital media, single brand retail trading (SBRT), and contract manufacturing. The approved reforms in the FDI policy are anticipated to make India an...

Comparing Venture Capital Business Forms in India and China

My colleague Lin Lin and I have a working paper titled “Venture Capital In China And India: Does Business Form Matter?”. The abstract is as follows: This paper re-evaluates the importance of business organizational forms with regard to venture capital funds by exploring two major Asian markets, China and India. Evidence suggests that the limited partnership is the leading business form among...

“Group of Companies” Doctrine & Post-Negotiations in the Context of an Arbitration Agreement

[Achyutha GM and Pranika Correa are students at the Gujarat National Law University] The Supreme Court’s decision in Reckitt Benckiser (India) Pvt. Ltd. v. Reynders Label Printing India Private Limited on 1 July 2019 is a bittersweet journey for the doctrine of “group of companies”. The Court’s refusal to implead the foreign subsidiary saw the doctrine to its true spirit. However, a blanket ban...

Construction of Exclusive Jurisdictional Clauses: Are Insolvency Proceedings Covered?

[Abhishek Jamalpur is a 4th year student at the National University of Advanced Legal Studies] The National Company Law Appellate Tribunal (NCLAT) in Excel Metal Processors Limited v. Benteler Trading International GMBH and Anr confronted an interesting issue. The question was whether an exclusive jurisdiction clause in a commercial contract covers insolvency proceedings initiated under the...

Mergers or Demergers involving Listed Transferor Companies and Unlisted Transferee Companies

[Aishwarya Singh is a lawyer based in Mumbai. The views expressed in the article are personal.] This post discusses the regulatory framework relating to mergers or demergers involving a listed company and an unlisted company, wherein the whole or part of the undertaking, property or liabilities of a listed company, being the transferor company, are transferred to an unlisted company, i.e., the...

Recommendation of Independent Directors in a Takeover: Need for a Relook

[Shreya Goyal is a 4th student at the West Bengal National University of Juridical Sciences, Kolkata] The SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 govern the acquisition of shares in listed companies in India. These Regulations (and their predecessors) have been tested during many corporate takeover battles in India. In the recent takeover episode between L&T...

Parties Can Determine the Fee of the Arbitral Tribunal: Party Autonomy Reaffirmed

[Pareekshit Bishnoi is an advocate practicing in Delhi, India and a graduate of the National Law University Odisha] Arbitration is primarily a party-designed and party-driven process. This is because the arbitration laws across jurisdictions hold party autonomy as a cardinal principle of the process. The parties are allowed to form an arbitral tribunal with members of their choice, determine...

Call for Papers: RMLNLU Law Review Volume X

[Announcement from the RMLNLU Law Review] About the Journal The RMLNLU Law Review is an annual peer-reviewed journal published by the Journal Committee of Dr. Ram Manohar Lohiya National Law University, Lucknow which seeks to provide numerous insights and views into contemporary legal issues and encourage conversation about the same. The RMLNLU Law Review runs parallel to the RMLNLU Law Journal...

A Critique of SEBI’s Proposed Amendment to the Credit Rating Regulatory Framework

[Rongeet Poddar is a final year B.A. LLB (Hons.) student at the West Bengal National University of Juridical Sciences] The objective of credit rating agencies (CRAs) is to reduce information asymmetry by facilitating investors to form an informed opinion on the credit-worthiness of a debt instrument. The Report of the Committee on Comprehensive Regulation for Credit Rating Agencies released by...

Green Channel in Combination Regulations: Legislative Concerns

[Basu Chandola is a Research Assistant at the Jindal Initiative on Research in IP and Competition (JIRICO)] The Competition Law Review Committee, which was established in 2018 to ensure that competition law is strengthened and re-calibrated to promote best practices, submitted its report in July this year. The Committee has recommended the introduction of a “green channel” mechanism to deal with...

The Murky Case of Aviation Insolvency in India

[Nikhil Gupta is a 5th year BA-LLB (Hons.) student at the National University of Advanced Legal Studies, Kochi] The Jet Airways crisis primarily occurred due to the default in the unpaid lease amounts owed to several aircraft lessors. Jet’s fleet consisted of around 119 Boeing planes out of which about 100 were leased from lessor companies such as Avolon, GE Capital Aviation Services and Aercap...

MCA Clarifies “Appointed Date” in Schemes of Arrangement

In schemes of arrangement, whether by way of a merger, demerger or other form of corporate restructuring, the timing of when the transaction takes effect becomes important. It is from such a date that the financial statements of the companies involved will reflect the effect of the transaction. Given that the transaction may be completed anytime during the course of a financial year, parties have...

Videocon Case: The Doctrine of Substantial Consolidation

[Harshit Agrawal is a B.A. LL.B. (Hons.) student at Dr. Ram Manohar Lohiya National Law University, Lucknow] Some of the biggest challenges faced by the Insolvency and Bankruptcy Code, 2016 (IBC) in India are to get a fair value for the stressed industries as a going concern keeping in mind the interest of the creditors. The problem becomes more aggravated in the ‘group company’ situation where a...

Home-Buyers in the IBC: Square Pegs in Round Holes?

[Sikha Bansal is a Senior Associate at Vinod Kothari & Company and can be reached at [email protected]] The ruling of the Supreme Court in Pioneer Urban Land and Infrastructure vs. Union of India comes as a breather for home-buyers, as it upholds the constitutional validity of the amendments made last year to section 5(8) of the Insolvency and Bankruptcy Code, 2016 (IBC). Section...

Impact of Recent Amendments to the Insolvency and Bankruptcy Code

[Ashwin Gowda and Supreme Waskar are corporate lawyers in Mumbai. The views hereunder are personal] With the Insolvency and Bankruptcy Code (Amendment) Act, 2019 being notified on 6 August 2019, it would be important to discuss the changes introduced through the Amendment as it intends to address the critical issues in the corporate insolvency resolution framework, including one pursuant to the...

Initiation of CIRP against a Government Company: NCLT Faces another Conundrum

[Rongeet Poddar is a final year B.A. LLB (Hons.) student at West Bengal National University of Juridical Sciences, Kolkata] In Harsh Pinge v. Hindustan Antibiotics Limited, the two members of the National Company Law Tribunal (NCLT) Mumbai bench have laid down contrary opinions in a case concerning the admission of an insolvency plea by an operational creditor against Hindustan Antibiotics...

Trade Associations and Pharmaceutical Industry: A Competition Conundrum

[Yashvardhan Singh is a 2nd year student and Palash Moolchandani a 3rd year student, both at the National Law University Odisha] Trade Associations are business platforms where players of a particular industry meet to discuss common concerns and to take collective decisions about certain practices in that industry. The role of trade associations in any industry and the economy cannot be disputed...

Tribute to a Trailblazer in Indian Legal Education

We are deeply saddened to learn about the passing of Professor Shamnad Basheer. Shamnad was far from the archetypal legal academic. While he enjoyed a stellar reputation for teaching and research in the field of intellectual property (IP), his heart was set on nobler goals such as diversity in access to legal education and reforms in the common law admissions test (CLAT) in law schools. It is...

Implementing Pre-packaged Insolvency in the Indian Context: Challenges and Suggestions

[Akhil Kumar is a fifth year BA LLB (Hons.) student and Ayushi Singh a fourth year BA LLB (Hons.) student, both at NUALS, Kochi] The Ministry of Corporate Affairs has been considering the introduction of a pre-packaged insolvency process to the Insolvency and Bankruptcy Code, 2016 and has invited comments from stakeholders. The proposal is in line with the objectives of the code to ensure...

SEBI Committee on Regulating Proxy Advisors

Over the last decade, India has witnessed considerable shareholder activism in that shareholders, particularly institutions, have become more active in exercising their corporate franchise. Proxy advisory firms have formed an integral part of this movement, as they provide advice to both institutional and individual shareholders on how they may exercise votes at shareholder meetings of companies...

The IBC Amendment Bill: Defending the Design of the IBC

[Shreya Prakash is the Coordinator of the Vidhi Bankruptcy Research Programme] The Insolvency and Bankruptcy Code (Amendment) Bill, 2019 passed by Parliament last week proposes key amendments to the Code, to reduce uncertainty in the market on issues that go to the heart of the design of the scheme of the Code. While the Bill proposes various amendments to reduce delays in the process, and binds...

Revisiting The Tale Of The Stubborn Law: The Saga of ‘Venue’ vs. ‘Seat’ Of Arbitration

[Kunal Dey is a Judicial Research Assistant] The simple yet intriguing concepts of  ‘seat’ vs. ‘venue’ of arbitration has been at the core of many judicial decisions by various High Courts and the Supreme Court of India who have time and again strived to put the issue to rest. In 2018, the substantial question was assumed to be decided by the landmark judgment of the Supreme Court in the case of...

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