ArchiveFebruary 2011

Scams and Corporate Governance

The various scams afflicting India over the last few months were largely perceived as matters within the realm of public governance involving the Government, ministers and officials. Lately, however, the spotlight seems to be shifting to the private sector and to companies that are alleged to be beneficiaries of public mismanagement of resources. Questions are being asked about the acts and...

Poison Pill Lives on in Corporate America

(Mihir had earlier highlighted the importance of a recent Delaware Chancery Court decision in the Airgas case. We now have a post by Karan Singh Tyagi, who succinctly analyzes the impact of the decision under Delaware law and goes to the nub of the issue involving the role of the board of directors of a target that is the subject matter of a hostile bid. Karan is currently an associate at Gide...

RBI’s Draft Guidelines on CDS

Following its draft report released in August 2010, the Reserve Bank of India (RBI) has issued draft guidelines on credit default swaps (CDSs) for corporate bonds. One of the principal objectives of this effort is to boost the corporate bond market. As RBI notes: The objective of introducing Credit Default Swaps (CDS) on corporate bonds is to provide market participants a tool to transfer and...

Corporate Law Scholarship in India

Bar & Bench has a report about the inauguration of the Joint Centre on Global Corporate & Financial Law and Policy by the Jindal Global Law School and the University of Michigan Law School. Such efforts are encouraging in that they promote research and scholarship in the area of corporate and business law in India. Although the practice of corporate and business law in India has witnessed...

Restrictions on Outbound Acquisitions

Although outbound acquisitions by Indian companies have increased significantly in recent years, there is a concern that domestic Indian laws governing the acquirers are yet to keep up to speed with developments in the business arena. Recognising this concern, the Confederation of Indian Industry (CII) has submitted a memorandum to the Department of Industrial Policy and Promotion, Government of...

Legislating CSR

(The following post has been contributed by Satvik Varma, who is an Advocate and Corporate Counsel based in New Delhi. He holds an LL.M. from Harvard Law School and is licensed to practice in India and in New York. He can be contacted at svarma@post.harvard.edu)Enclosed below is the link to my latest article titled...

National Conference on the Indian Constitution

(The following announcement may be of interest to some of our readers)School of Law, Christ University is organizing a two day National Conference on the “INDIAN CONSTITUTION IN THE 21ST CENTURY: A CONCEPTUAL AND CONTEXUAL AUDIT” to be held on the 24th and 25th of February, 2011. The Conference is broadly structured around four themes namely: – Reframing the Constitution: Is it really...

Exclusion of Jurisdiction of Civil Courts under the SEBI Act

Legally India has made available certain expert witness statements filed before US Courts in the class action litigation concerning Satyam, which was recently settled. One of the witness statements, by Mr. Sandeep Parekh, makes an interesting point; but I am not entirely sure of the tenability in law of that point. Mr. Parekh’s declaration / statement as an expert witness is available here...

Developments in Delaware: poison pill upheld

Readers may find this decision of the Delaware Court of Chancery, Air Products v. Airgas (judgment dated 15th February, 2011) interesting. The Court has discussed in detail the (Delaware) law on the legality of the ‘poison pill’. The Court summarised its ruling thus: “This case poses the following fundamental question: Can a board of directors, acting in good faith and with a reasonable...

Subsistence Allowance during Adjudication

The Industrial Disputes Act, 1947 [“IDA”], provides for an elaborate system of adjudication of disputes between employers and workmen, and litigation over “subsistence allowance” is by no means uncommon, not only for tactical reasons, but also because it is often the only means of survival for an employee facing disciplinary proceedings. In this context, a single judge of the Bombay High Court...

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