ArchiveAugust 2010

Fraud and the amendment of a section 34 application

In an important fallout of the Satyam controversy, the Supreme Court, earlier this month, reiterated the law on the amendment of section 34 applications, and also clarified the kinds of fraud that would justify the setting aside of arbitral awards on grounds of public policy. After the fraud perpetrated Mr. Raju, Venture Global sought to amend its section 34 and bring the facts about the...

Direct Taxes Code Bill, 2010

The Direct Taxes Code Bill, 2010 was introduced in Parliament earlier today. A copy of the Bill can be downloaded from here. Over the next few days, we will discuss some of the provisions of the Bill in greater detail. For now, some news reports on the DTC are linked below: Corporate India Cautious in welcoming DTC (Economic Times) DTC may boost investment flow into capital markets: Analysts...

Nomination of Directors by Shareholders

Earlier this week, the U.S. Securities and Exchange Commission (SEC) adopted the much anticipated proxy access rule which allows shareholders to nominate candidates for directorship. The essence of the new rules is as follows: The new rules require companies to include the nominees of significant, long-term shareholders in their proxy materials, alongside the nominees of management. This...

SEBI’s Domain Over Auditors of Listed Companies

Earlier this month, the Bombay High Court issued its judgment in the case of Price Waterhouse & Co. v. Securities and Exchange Board of India. The court ruled that SEBI possesses necessary powers to initiate investigations against an auditor of a listed company for alleged wrongdoing. Facts: A writ petition was filed before the Bombay High Court by Price Waterhouse & Co. (PWC) and some of...

Bits of Interest

1. SEBI and Auditors: It was reported a few days ago that the Bombay High Court has allowed SEBI to proceed with its enquiry against the auditors in connection with the Satyam scam. The judgment is now available on the Bombay High Court website. 2. Satyam Saga: With all the accused persons now having been released on bail, questions are being raised regarding the investigative and prosecutorial...

Deal-making and a Changing Legal Regime

Vedanta’s takeover offer for Cairn Energy has raised some questions because it comes in the wake of impending changes to the SEBI Takeover Regulations that may make it potentially difficult for acquirers to structure transactions. Commentators have argued that the timing of the acquisition would help the acquirer take advantage of two beneficial provisions under the current regime (that may not...

Call for Submissions: Indian Journal of Law and Technology

(We have received the following Call for Submissions from the Indian Journal of Law and Technology) The Indian Journal of Law and Technology (IJLT) is an annual law journal published by the Law and Technology Committee of the Student Bar Association, at the National Law School of India University, Bangalore, India. IJLT is the first and only law journal in India specifically devoted to the field...

Section 100 revisited: In Re Organon

We have discussed the law on reduction of share capital under Section 100 of the Companies Act previously. A recent decision of a Single Judge of the Bombay High Court has an interesting observation in this regard. In Re Organon (India) Limited [2010] 101 SCL 270 (Bom), Kathawalla J. observes after discussing the previous cases (including British & American Trustees [1894] AC 399, Re Panruti...

RBI: Regulatory Framework on Core Investment Companies

An earlier post had discussed a Reserve Bank of India (RBI) proposal on regulation of Core Investment Companies; and had discussed the draft guidelines which the RBI had proposed. The RBI has now released the ‘Regulatory Framework for Core Investment Companies’. A Core Investment Company (CIC) is defined as being an NBFC carrying on the business of acquisition of shares and securities which...

Governments as Issuers of Securities

As we have been constantly focusing on this Blog (here, here and here), public sector enterprises (PSEs) in India that are substantially owned by the Government often take advantage of relaxations and special dispensations from the applicability of securities laws and corporate governance norms that otherwise apply in their entirety to their private sector counterparts. Even where actions have...

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