ArchiveJanuary 2015

NLS Law and Technology Legislative Analysis Competition 2014-15

[The following announcement is posted on behalf of the Law and Technology Society of the National Law School of India University, Bangalore] The Law and Technology Society is proud to present the 3rd edition of ‘NLS Law and Technology Legislative Analysis Competition, 2014-15’. This National level competition aims to continue the effort to involve students in research...

Insider Trading and the Risks of Due Diligence Access

[The following post is contributed by Aparna Ravi, a researcher at the Centre for Law and Policy Research, Bangalore and previously a capital markets lawyer in London. She can be contacted at aparna.ravi@clpr.org.in She presents an interesting critique of the new SEBI insider trading regulations on matters relating to...

Supreme Court on Successor Liability

In the past, we have discussed the difficulties of imposing successor liability on the purchaser of a business when such liabilities pertain to those incurred by the seller prior to the sale and purchase transaction. This issue has come up (without satisfactory resolution) in the Bhopal gas tragedy. Now, it appears that there may be some shift in the approach with a decision of the Supreme Court...

Bonus Debentures: Features and Implications

[The following post is contributed by Prachi Narayan of Vinod Kothari & Company. She can be contacted at prachi@vinodkothari.com.] Introduction The reward of being a shareholder is singular: share in profits of the company. A few widely known forms of corporate rewards include cash dividends, bonus shares, preference...

RIP: Henry Manne

This past weekend witnessed the passing away of Henry Manne, one of the doyens of the law and economics movement and corporate law generally. He was 86. I remember Manne for his seminal work on hostile takeovers and the market for corporate control, which is contained in his 1965 article “Mergers and the Market for Corporate Control” and followed up in a 2002 op-ed in the Wall Street Journal...

Wilful Defaulters: A Further Analysis

[The following post is contributed by Prachi Narayan of Vinod Kothari & Company. She can be contacted at prachi@vinodkothari.com. A previous post on the topic discusses SEBI’s recent proposal towards “wilful defaulters”. This guest post discusses in detail the current regime imposed by the RBI and also comments briefly on the...

SEBI’s New Insider Trading Regulations Notified

Changes to the insider trading regime in India have been in the offing for quite some time now, and were the subject-matter of a report under the chairmanship of Justice N.K. Sodhi. Yesterday, SEBI notified the SEBI (Prohibition of Insider Trading Regulations), 2015 that take into account the committee’s recommendations as well as the subsequent public consultation. We will have the opportunity...

SEBI’s Proposal on “Wilful Defaulters”

Over the years, the Reserve Bank of India (RBI) has significantly tightened the regime relating to “wilful defaulters” who are declared as such through a process stipulated by the RBI. Upon such a declaration, the regulatory regime of the RBI effectively stifles the ability of a wilful defaulter from raising further bank financing. However, realisation seems to have dawned more lately on the fact...

Supreme Court on Corporate Officers’ Criminal Liability

The Supreme Court of India on Friday issued its judgment in Sunil Bharti Mittal v. Central Bureau of Investigation on whether senior corporate officers are to be held criminally liable for acts of their companies. After an analysis of the law on the issue and its application to the facts of the case, the Court answered the question in the negative. Conceptual Background Corporate criminal...

SEBI Discussion Paper on “Revising the Capital Raising Process”

There is a concern that issuers have resorted to private placements and qualified institutional placements (QIPs) to raise capital from specified investors rather than to public offerings of shares. This is due to the excessive burden and costs associated with a public offering of shares. Being cognizant of this tendency, SEBI has proposed measures to nudge issuers to move away from private...

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