ArchiveMay 2012

Convertible Instruments and “Control” Under the Competition Act

Earlier this week, the Competition Commission of India (CCI) passed an order involving a transaction between the Reliance Industries group and the TV18 group of companies. What otherwise appears to be a complex transaction can be described in a nutshell as follows. About 40% shares of Network18 and (indirectly) TV18, both of which are listed companies, are held by Mr. Raghav Bahl and his...

Depreciation and Sale-and-Lease-back Transactions

One of the most important deductions permissible under income tax law in relation to capital assets is depreciation. Under the general scheme of the Income tax Act, particularly section 32, depreciation is allowed to an assessee who is the owner of a capital asset used for the purposes of business. The criterion of “ownership” is given a slightly more liberal scope under tax law. Assessees can...

SEBI Tightens Consent Order Norms

In 2007, SEBI issued a Circular containing guidelines for consent orders and composition of offences on matters involving violations of securities laws. This was also accompanied by a detailed set of FAQs. Since then, SEBI has issued several consent orders, including in some high profile cases. Due to criticism that the consent order mechanism was operated in an ad hoc manner and lacked...

The Delhi High Court on Foreign Awards and Implied Exclusion of Section 34

We have discussed on several occasions the scope of the proposition in paragraph 32 of Bhatia International that the parties may “expressly or impliedly” exclude the applicability of Part I of the Arbitration Act in cases in which it would be otherwise applicable. The Court has previously held that Part I is not impliedly excluded merely by choosing a foreign substantive law (Indtel Technical...

SEBI Notifies Regulations on Alternative Investment Funds

Last year, SEBI had issued a concept paper on comprehensive regulation for alternative investment funds (AIFs). The proposal to set up a separate framework was approved by SEBI at its board meeting held last month. This proposal has now been operationalised by the promulgation of the SEBI (Alternative Investment Funds) Regulations, 2012, which were notified yesterday. These new regulations are...

Black Money: Corporate Entities and Securities Markets

The Government yesterday tabled its White Paper on Black Money in Parliament. Billed as the first document to comprehensively tackle the issue, it cites various studies and is replete with data. However, it has already been subjected to criticism from various quarters owing to the lack of details and clarity in solutions to deal with the issue. This post, however, briefly touches upon the role of...

The Changing Nature of Public Listed Companies

During the week that the Facebook IPO has captured the attention of market observers, the Economist has carried a couple of pieces (here and here) that raise questions regarding the interest and viability of public listed companies with diffused shareholding (epitomized by the Berle and Means corporation). The statistics shown by the Economist are quite stark: The number of public companies has...

JP Morgan’s Trading Losses: Regulation and Governance

There has been a great deal of debate surrounding JP Morgan’s hedging losses announced last week. There is some mystery surrounding the nature of the transactions involved, without full clarity yet on the amount of losses. Andrew Ross Sorkin has a brief explanation of the episode in the New York Times: … Here’s an overly simplistic primer, but you’ll probably get the idea: The company’s...

Impact of SEBI Order on Governance of Exchanges

The concept of demutualization of stock exchanges has given rise to some questions regarding the governance of demutualized exchanges. That concept requires exchanges to separate ownership and governance from that of its trading members. Some issues pertaining to demutualization have come up before SEBI in its investigation into the affairs of the United Stock Exchange of India Limited (USE)...

Paper on CSR in India

While the Companies Bill, 2011 is still pending in Parliament, the provision on corporate social responsibility (CSR) spending continues to be one of the contentious issues. It is not clear what form that provision will take during the next round of the lawmaking process. The oddity of the CSR proposal in the Indian context is its mandatory nature, which has been somewhat diluted in the 2011 Bill...

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