Sometime ago, we had the opportunity to discuss a decision of the U.S. District Court for the Southern District of New York pertaining to the use of cash-settled total-return equity swaps by acquirers and whether that would trigger disclosure requirements under appropriate U.S. regulations governing takeovers. Now an appellate court has pronounced its decision in which the majority of the judges...
Miscellaneous
1. Put Options & Foreign Exchange Regulations We have in the past discussed the questions regarding the enforceability of put and call options under securities laws and regulations, primarily the Securities Contracts (Regulation) Act, 1956. In addition, if put options are entered into by foreign investors, the Foreign Exchange Management Act, 1999 and regulations issued by the Reserve Bank of...
ICJ Report on Corporations and Human Rights
The International Commission of Jurists (ICJ), a non-governmental organization headquartered in Geneva, has put out a detailed and well-researched report titled Access to Justice: Human Rights Abuses Involving Corporations, which covers the scenario in India. The abstract is as follows: The 1984 Bhopal gas disaster involving Union Carbide provoked a marked shift in perceptions concerning the...
Rating Agencies Back in the Spotlight
S&P has indeed made a bold move by downgrading United States’ sovereign rating. While there may by political opposition, quibbles with the arithmetic, and the like, there is a strong view that those amount to “shooting the messenger”. The downgrading by S&P assumes greater importance because it comes in the wake of determined efforts by governments to tighten their control over credit...
NLSIR: Call for Submissions
The following call for submissions from the National Law School of India Review may be of interest to our readers: “The National Law School of India Review is now accepting submissions for its upcoming issue – Volume 24(1). The National Law School of India Review (NLSIR) is the flagship law journal of the National Law School of India University, Bangalore, India. The NLSIR is a bi...
Recent Literature on Corporate Governance
Professor Donald Clarke has posted a paper titled ‘Nothing But Wind’? The Past and Future of Comparative Corporate Governance where he examines the trends in comparative corporate governance scholarship and analyzes the direction it is likely to take in the near future. The abstract is as follows: Corporate law scholarship has come a long way since Bayless Manning some four decades ago famously...
Developments in Taxation: Constitutionality of Service Tax; and Tax Planning through the “Mauritius Route”
The Bombay High Court has, in the past few weeks, decided two important issues: one pertaining to direct taxation, and the other to indirect. A Division Bench headed by Justice D.Y. Chandrachud has upheld the constitutional validity of service tax on renting of immovable property, as reported by Legally India. The arguments raised by the Petitioners were primarily that a “service” tax on...
The Nature of an Arbitrator’s Contract with the Parties
There are some contracts that cannot be easily analysed under existing classifications of legal relationships. An example with which readers may be familiar is a software transfer agreement, which, in the words of Professors Green and Saidov, “…is not truly analogous to any conventional chattel with which the law is familiar”. Similarly, identifying the nature of the contract between an...
SEBI’s Concept Paper on Alternative Investment Funds
Currently, private pools of capital are not subject to detailed regulation. No mandatory registration of such investment vehicles is necessary. Registration of such vehicles as venture capital funds (VCFs) is more in the nature of a facility available to take advantage of various benefits available through such registration under SEBI VCF Regulations. While several private pools indeed register...
Simplified Procedures under Company Law
In a string of circulars issued over the last week or so, the Ministry of Corporate Affairs (MCA) has sought to streamline various procedures under the Companies Act so that they can be completed in an efficient and timely manner. These include: – Online incorporation of companies within 24 hours. This would be significant as very few countries can boast of instantaneous incorporation of...
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