In Singapore, there is a proposal for listed companies to seek voluntary accreditation of their corporate governance processes and framework from an independent body. This is akin to the ISO certification process. As this report suggests, while such accreditation will better inform retail investors regarding corporate governance practices followed in a company, this could also be riddled with...
The Insider Trading Debate Resurfaces
With the SEC recently charging hedge fund manager Raj Rajaratnam and others for insider trading, the debate regarding the scope of insider trading and its (un)desirability in capital markets has resurfaced. SEC’s complaint filed in the District Court in New York indicates that Rajaratnam, through his hedge fund Galleon, had traded in stocks of 10 different companies while in possession of inside...
SAT on indirect acquisitions – correct in letter and spirit
Earlier this month, the Securities Appellate Tribunal (“SAT”) opined on the computation of the minimum offer price for an indirect takeover of a listed company. An interesting critique of this opinion was published on this blog the next day. The SAT had disposed of two appeals (Appeals No. 137 and 139 of 2009) by a common order. I respectfully disagree with the critique on the blog. In my view...
Regulating Derivatives
According to one school of thought, the excessive use of derivatives, particularly credit default swaps (CDSs) was a key cause of the global financial crisis. Related to this is the argument that progressive liberalisation of rules governing derivatives accelerated their downfall. In an interesting debate titled Regulate OTC Derivatives by Deregulating Them, Professor Lynn Stout traces the...
FDI Guidelines to Apply to LLPs
Several posts here have discussed the introduction of the concept of Limited Liability Partnerships (“LLPs”) in India, and its treatment under the Indian legal regime. In another interesting development, the Government is now planning to bring LLPs into the scope of the FDI regime, in order the streamline the establishment of cross-border LLPs. LLPs are structurally more similar to corporate...
Derivatives as speculative transactions
A recent post here discussed the decision of the ITAT Special Bench at Kolkata in Shree Capital Services v. ACIT, commenting on its relevance for derivative transactions in India. Another detailed examination of the decision, and of the legal issues surrounding the taxation of derivatives, is now available here. In sum, the author argues- “[a] Firstly, prior to the insertion of clause [d] by...
The Economics Nobel Prize 2009 and Governance
This year’s Nobel Prize has been awarded to Professors Elinor Ostrom and Oliver Williamson for their work in the area of “economic governance”. The significance of this year’s award is its recognition of transaction economics despite its decline due to the financial crisis. Of relevance to our discussion is Williamson’s work, which has triggered academic thought in the area of law and economics...
Fiduciary Duties and Non-Executive Directors
An earlier post had discussed a recent Australian judgment on the role and duties of a non-executive director, Australian Securities and Investment Commission v. MacDonald. More recently, according to a report on the Corporate Law and Governance blog, the Inner House of the Court of Session of Scotland has again commented on the role of non-executive directors. (The Court of Session is Scotland’s...
Indirect Acquisitions and Determination of Open Offer Price
(The following post has been contributed by Avinash Balasubramaniam, who is an alumnus of the ILS Law College and a practising lawyer based in Chennai) The Securities Appellate Tribunal (SAT) yesterday delivered its verdict in the Zenotech open offer case directing Daichi to offer Rs.160/share to the shareholders of Zenotech. So is Dr. Jayaram Chirugupati, the chief protagonist in the challenge...
Accounting Standards under the New Companies Bill
Recent posts have discussed the issue of ‘true and fair view’ and whether compliance with accounting standards necessary translated into meeting this standard laid down in the Companies Act. This makes it interesting to note that the new Companies Bill, apart from specifically stating that Accounting Standards are mandatory (proposed section 117(1)), also provides for them being incorporated in...
Recent Comments