ArchiveNovember 2015

Supreme Court on Takeover Offer Price

Under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations (both under the current version of 2011 and previous version of 1997), takeover offers are required to be made at a minimum offer price that is based on the historical market price over a specified period of time and also on other acquisitions made by the acquirer of persons acting in concert (PACs) during a similar...

SEBI Adjudication Order: Disclosure of Encumbrances Over Shares

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “SAST Regulations”) contains provisions in Reg. 31 that requires promoters of a company to disclose to the company and the stock exchanges the details of shares encumbered by them and also any invocation or release of encumbrance. The genesis of the requirement to disclose pledge and other encumbrances arose after...

Disclosures under Non-Disclosure Agreements?

[The following guest post is contributed by Yogesh Chande and Malek-ul-Ashtar Shipchandler of Shardul Amarchand Mangaldas. Views expressed herein are personal and solely that of the authors.] A recent post titled “Confidentiality Agreements in M&A Transactions” (available here) discussed confidentiality agreements in the context of a US based M&A transaction. From a view point of insider...

The Arbitration Ordinance – Leaving India Vulnerable to Another White Industries

(The following guest post is contributed by Kartikey Mahajan, a disputes resolution lawyer based in Singapore and Visiting Fellow, CARTAL (NLU Jodhpur). The views expressed here are personal and do not represent the views of any institution with which Kartikey is associated) The Indian Arbitration and Conciliation Act, 1996 (“Act”) has been recently amended by way of an Ordinance dated 23 October...

A Rule of Reason for Self-Trades?

[The following guest post is contributed by Nikunj Agarwal, a 4th year student at RML National Law University, Lucknow and Arjun Agarwal, a 3rd year student at WB National University of Juridical Sciences, Kolkata. The authors can be contacted at nikunj.rmlnlu@gmail.com] Prefatory It is one of the well-known principles of...

Winding-Up of a Foreign Company: Lessons from Hong Kong

[The following guest post is contributed by Suprotik Das, a 4th year law student at the Jindal Global Law School, Sonepat, Haryana.] This post seeks to address some developments with regard to the winding up of foreign companies and multiple derivative actions. On November 11, 2015, the Hong Kong Court of Final Appeal handed down a landmark decision in the case of Kam Leung Sui Kwan v...

Confidentiality Agreements in M&A Transactions

In May 2012, we had discussed the case of Martin Marietta wherein a confidentiality agreement was enforced in the context of an M&A transaction. Now, a California court has similarly enforced a confidentiality agreement in the case of Depomed, Inc. v. Horizon Pharma, PLC (accessed via the website of Wachtell, Lipton, Rosen & Katz). The facts of the case are summarized in the ruling:...

Sale of an “Undertaking” in Company Law

[This post is contributed by Nitu Poddar of Vinod Kothari & Co. The author can be contacted at nitu@vinodkothari.com] Company law imposes certain restrictions on the general powers of directors. Pursuant to section 180 of Companies Act, 2013 (“Act, 2013”), the board of directors of a company can exercise certain powers...

A Close Look At India’s New Arbitration Ordinance

[The following guest post is contributed by Sulabh Rewari, Partner at Keystone Partners and Poorvi Satija, LL.M. Candidate 2016 (Expected), Harvard Law School. Views expressed are of the authors alone.] The Indian Government has recently promulgated the Arbitration and Conciliation (Amendment) Ordinance, 2015 (“Ordinance”). The key amendments made by the Ordinance and their impact is analyzed...

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