ArchiveApril 2016

Due Diligence in Corporate Transactions and Insider Trading Laws

In corporate transactions involving shares of listed companies, the ability to conduct a detailed due diligence is constrained by laws that regulate insider trading. In a paper titled “Due Diligence in Share Acquisitions: Navigating the Insider Trading Regime”, I seek to examine this issue in detail. The abstract of the paper is as follows: The goal of this paper is to unpack the underlying...

SEBI’s Inconsistent Orders on Similar Securities Law Violations

[The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] By way of its order dated April 20, 2016 in the matter of M/s. Krishna Enterprises & M/s. Rajesh Services Centre (“Appellants”), the Securities Appellate Tribunal (SAT) observed that the Securities and Exchange Board of India (SEBI) is inconsistent in levying penalties for similar violations. The...

Taxing E-Commerce through State entry tax laws – a short-term revenue maximisation strategy

[The following is an article published in Business Standard today on the recent trend of taxing E-Commerce through entry tax – authored by Sudipta Bhattacharjee, Principal – Tax Controversy Management, Advaita Legal (views are personal). The final concluding paragraph was not part of the published article, and has been added for the sake of completeness.] ; Taxing E-Commerce through State...

Pothier’s Mailbox: Misunderstanding the Moment of Contract Formation under the Contract Act

(The following guest post is contributed by Shivprasad Swaminathan, who is Associate Professor at the Jindal Global Law School) The argument The law on the moment of contract formation applied by the courts in India and endorsed by the scholarly literature rests on a mistaken understanding of s. 4 of the Indian Contract Act, 1872. Courts and scholars in India have treated the postal...

A Move Towards “Pool in India”; However, Room for More Reforms Exists!

[The following post is contributed by Yashesh Ashar, who is a tax and regulatory consultant. Views expressed are personal.] The Finance Bill, 2016 has given in to the much sought-after demand of the domestic private equity (PE) industry by amending the provisions relating to the tax withholding obligations for the category I and category II alternative investment funds (‘AIFs’) registered with...

Gender Diversity and Government Companies

It has been more than a year since a provision in the Companies Act, 2013 came into effect that requires all listed companies to have at least one woman director. As we had previously discussed, companies scrambled to comply with the requirement as of April 1, 2015, the effective date. However, a recent news report in the Business Standard indicates that 57 companies listed on the NSE are yet to...

Stamp Duty on Inter-State Amalgamations

[This post is slightly longer than our usual posts. I would like to thank a reader for drawing attention to a judgment that is the subject matter of this post] Stamp duty on schemes of amalgamation undertaken through sections 391 to 394 of the Companies Act, 1956 have tended to experience a great deal of controversy, as we have previous discussed on this Blog (here, here and here). A recent...

Bombay High Court on Disallowance under Section 14A of the Income Tax Act and the Binding Nature of Judicial Precedents

[The following guest post is contributed by Kruthika Prakash, Advocate, Madras High Court] The Bombay High Court has recently issued an important judgment in HDFC Bank v. DCIT [2016] 67 taxmann.com 42 (Bom.). The High Court has dealt with the issue of applicability of section 14A of the Income Tax Act [hereinafter “the Act”] in respect of the tax-free income earned on investments in case a party...

M&A Trends in 2015: Focus on “ease of doing business” [ABA India Update]

[The following post is contributed by Satyajit Gupta, Principal – M&A/ Corporate at Advaita Legal. Views are personal, and comments are welcome] With the National Democratic Alliance (“NDA”) gaining a decisive majority in the 2014 general elections, the expectation was that India would experience dramatic growth in all sectors, as the Government and administration would leave...

Press Note 3 of 2016: ‘Old wine in a new bottle’?

Press Note 3 of 2016 issued by the Department of Industrial Policy and Promotion (DIPP) has had a mixed reception – e-commerce companies have largely remained silent, while some ‘brick and mortar’ retailers have welcomed the prohibition on influencing the price of goods amongst others. We believe that pending litigation and consultations with stakeholders have led the Government to issue the...

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