ArchiveNovember 2013

Whether Gold purchase schemes illegal? Bombay HC rejects petition to direct SEBI to take action

Recently, Bombay High Court rejected a PIL seeking action by SEBI in respect of gold purchase schemes (Sandeep Agrawal vs. SEBI [2013] 39 taxmann.com 139 (Bom.)). In a brief decision of less than half a page, the Court essentially held that contracts are private commercial contracts and do not require interference by SEBI. The Court observed, “If any shop owner is running such a scheme and the...

Guest Post: Issue of Capital by Private Companies under the Companies Act, 2013

[The following post is contributed by Yashesh Ashar. Yashesh is a tax and regulatory consultant and the views expressed herein are personal] The Companies Act, 2013 (‘New Cos Act’) which received the assent of the President on 30 August 2013 seeks to create a major overhaul in the functioning of the corporates in India. A major part of the New Cos Act is to be governed by the Rules proposed to be...

Call for Papers: The Indian Journal of Arbitration Law

[The following is an announcement from the Indian Journal of Arbitration Law] The Indian Journal of Arbitration Law is a biannual, student reviewed Journal by the Centre for Advanced Research and Training in Arbitration Law (CARTAL) of National Law University, Jodhpur.  The Journal strives to inculcate the prevalent theories in the field of arbitration with their practical relevance. The...

Review of Stock-Related Employee Benefit Schemes

The legal regime pertaining to the grant of employee stock options (ESOPs) and employee share purchases (ESPSs) has been undergoing some change in recent years, particularly for those that are implemented through a trust established by a company for this purpose. In August 2012, SEBI announced its decision requiring all listed companies to frame employee benefit schemes only in accordance with...

Monitoring Secondary Market Disclosures

One of the concerns regarding the corporate disclosure regime is that while the primary market disclosure requirements (e.g. for a prospectus) are extensive and stringent, the secondary market disclosures by companies that are already listed on the stock exchanges are far from being elaborate. In order to bridge this gap, SEBI has been taking steps to enhance the disclosure requirements in the...

Guest Post: Arbitrating Oppression and Mismanagement

(In the following post, Mr Gursharan Virk, Advocate, Singhi & Co, considers the law on the arbitrability of claims involving oppression and mismanagement) Can an arbitration clause alienate the erstwhile inalienable statutory right of a shareholder under sections 397-399 of the Companies Act, 1956 (the ‘Act’)? The fundamental issue here is whether rights ‘in rem’, available under sections 397...

The Singapore Court of Appeal’s Important Judgment in Astro

Occasionally, it is evident the moment one encounters a judgment that it is likely to become a classic in its field. The recent decision of the Singapore Court of Appeal in PT First Media TBK v Astro (“Astro”) undoubtedly belongs in this category. The judgment of Sundaresh Menon CJ is rich in scholarship and likely to become the first port of call for a common law court seeking guidance on the...

SAT on Acquisitions by Persons Acting in Concert

Background In a recent decision, the Securities Appellate Tribunal (SAT) ruled on the acquisition of shares by a person acting in concert (PAC) with other shareholders, and whether an increase in the individual shareholding of that person beyond 15% triggered a mandatory open offer requirement under the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the 1997...

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