Blog Posts
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SEBI’s Order in the DLF Case: A Summary
[Posted by Umakanth Varottil] [The following post is contributed by Supreme Waskar, partner at Sterling Associates, Mumbai] In its order dated October 10, 2014, the Securities and Exchange Board of India (“SEBI”) has restrained DLF Limited (“DLF”), its 5 directors and CFO (“Noticees”) from accessing the securities market and prohibited them from dealing in securities…
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A Case Study for Spinoffs
[Posted by Umakanth Varottil] Mergers and acquisitions (M&A) transactions tend to be analyzed mostly from the acquirer’s perspective, whether they involve mergers or takeovers. At the same time, they have enormous implications for the target or the seller. Businesses may have to be downsized, contracted or split due to which companies may have to engage…
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Foreign Direct Investment: Trusts as Investment Vehicles
[Posted by Umakanth Varottil] [Vishal Achanta has contributed the following guest post. Vishal is a 5th year student at the National University of Advanced Legal Studies, Kochi] Recently, two investment vehicles have been introduced that as per the relevant SEBI regulations are to be set up as trusts: Real Estate Investment Trusts (‘REITs’) and Infrastructure…
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Amendments to the Provident Fund and Pension Fund Schemes Under the EPF Act
[Posted by Umakanth Varottil] [The following guest post is contributed by Madhusudan Bose, who is a lawyer and company secretary by profession, at PRA Law Offices, New Delhi. Author’s views are personal] Pursuant to the proposals made by the Finance Minister in his Budget speech, the Ministry of Labour and Employment introduced a number of…
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Bombay High Court Ruling in Favour of Vodafone in Share Issue Case
[Posted by Umakanth Varottil] Over the last couple of years, Indian subsidiaries of multinational companies have been faced with the unique tax issue pertaining to the issuance of shares to their parent companies. The tax department has questioned the valuation on which shares have been issued by the Indian subsidiaries and sought to apply the…
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With great power comes great responsibility: SAT
[Posted by Somasekhar Sundaresan] The abuse of extreme powers in financial regulatory laws has been subject matter of litigation for the past two decades – particularly since the mid-1990s when SEBI started using the (then) newly-introduced Section 11B of the SEBI Act, 1992. The power to “issue such directions as deemed fit” is a sweeping…
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OECD on Public Enforcement of Corporate Governance in Asia
[Posted by Umakanth Varottil] Normal 0 false false false EN-SG JA X-NONE /* Style Definitions */ table.MsoNormalTable {mso-style-name:”Table Normal”; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-parent:””; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin:0in; mso-para-margin-bottom:.0001pt; mso-pagination:widow-orphan; font-size:12.0pt; font-family:”Times New Roman”; mso-ansi-language:EN-SG;} The principles and norms of corporate governance tend to operate through layers. On the one hand, there is the…
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The Indian Supreme Court on Lifting the Corporate Veil
[Posted by V. Niranjan] In its recent judgment in Balwant Rai Saluja, a three-judge Bench of the Supreme Court has considered a number of important questions relating to when, if ever, it is appropriate to lift the corporate veil. Readers may recall that we had previously discussed Lord Sumption’s magisterial judgment on this point in…
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“Dual-class” Share Structures
[Posted by Umakanth Varottil] The recent NYSE listing of Alibaba has once again brought to the fore the issue of dual-class share structures, as discussed in this column in the Economist. Alibaba’s founder and a group of insider shareholders have control rights that are disproportionate to their economic rights. The wave of dual-class structures in…
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Restrictions on Tax Inversions
[Posted by Umakanth Varottil] A few months ago, we had discussed the use of “inversion” deals by U.S. companies to minimize the effect of U.S. taxes. Since then, inversions have been the subject matter of intense debate from a policy perspective. Two potential regulatory responses have been proffered. One is more short-term by which the…