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SEBI Guidelines for Rights Issue of REIT Units

[Rongeet Poddar is a 5th year student at the West Bengal National University of Juridical Sciences] Real Estate Investment Trusts (REIT) can be defined as entities that own properties in the real estate sector and finance their development. Structurally, a REIT is identical to an ordinary trust. The real estate properties are owned by the REIT. Companies or limited liability partnerships (LLPs)...

SEBI’s Deferral of the Chair-CEO Separation

Following the Kotak Committee recommendations, the Securities and Exchange Board of India (SEBI) in May 2018 announced that the top 500 Indian listed companies must mandatorily separate the roles of the chair and CEO (or managing director) to prevent a concentration of power in a company’s leadership structure. Moreover, SEBI stipulated that the chairperson should not be related to the CEO. These...

The Limits of Comity: Refusal to Recognise Foreign Insolvency Proceedings

[Aditi Mozika is a IV year B.Sc. LL.B. (Hons.) student at Gujarat National Law University] The recent decision of the National Company Law Appellate Tribunal (NCLAT) in the Jet Airways case has ushered in the era of cross border insolvency in India.[1] Accordingly, the Resolution Professional and the Dutch Trustee – the administrator in bankruptcy of Jet Airways appointed by the Dutch...

Reinforcing the Corporate Governance Framework on Director Competence

[Tushar Oberoy and Rishabh Sharma are 4th year BA.LL.B. (Hons.) students at NALSAR University of Law, Hyderabad] A director of a company has manifold duties and responsibilities that include ensuring that the interests of all shareholders are protected and that healthy management practices are put in place. For effective fulfillment of these responsibilities, a competent director becomes an...

Call for Papers: NLIU Journal of Business Laws

[Announcement on behalf of the Centre for Business and Commercial Laws, National Law University, Bhopal] The Centre for Business and Commercial Laws (CBCL) has, since its establishment, produced rich research output contributing to the legal discourse in the country, and with the Journal of Business Laws, we hope to continue the same spirit in the field of business and commercial laws. The NLIU...

CCI’s E-commerce Report: A Cross-Jurisdictional Analysis

[Nidhisha Garg is a 4th-year B.A.LL.B (Hons.) student at the National Law Institute University Bhopal] On 8 January, 2020, the Competition Commission of India (CCI) released its report on e-commerce. The report is a result of an e-commerce market study carried out by the CCI starting April 2019, as a response to complaints by the Confederation of All-India Traders (CAIT) and National Restaurants...

Applicability of the Limitation Act to the Insolvency and Bankruptcy Code

[Vivek Kumar is a Legal Manager at Alchemist Asset Reconstruction Company Limited and Akshay Sharma a 5th year law student at the National University for Study and Research of Law, Ranchi] The applicability of the Limitation Act, 1963 has been a well-traversed issue since the inception of the Insolvency and Bankruptcy Code, 2016 (IBC). The IBC was introduced as a complete code, with the object of...

CCI’s Report on E-commerce in India: A Magna Carta for Future Anti-Trust Investigations

[Jubair Bhati is a corporate lawyer and Mayank Sen is a 5th year BBA LLB (Hons) student at the School of Law, Raffles University, Neemrana (Rajasthan)] The Competition Commission of India (“CCI”) earlier this month published a report concluding its market study on the growing relevance of e-commerce in India. This report provides for various considerations that the stakeholders of e-commerce take...

Continued Uncertainties in the CSR Regime

[Roshni Menon is a an Associate at Samvad Partners, Bangalore] On July 31, 2019, the Parliament passed several amendments to the Companies Act, 2013 .The amendments were brought in to reduce cumbersome compliance, rationalise penalties, and crack the whip on shell companies. They also introduced several revisions to the existing outline of corporate social responsibility (CSR) by inserting penal...

Liability of Personal Guarantors vis a vis their Rights under the IBC: A Legal Conundrum

[Pinak Parikh is an Associate at Singhi & Co, Ahmedabad, and is a B.A L.L.B (Corp Hons) graduate (2019) from the Institute of Law, Nirma University] In December 2019, ArcelorMittal India Private Limited (“AMIPL”) paid over Rs. 42,000 crores to the State Bank of India to complete the acquisition of Essar Steel India Private Limited (“Essar Steel”), in what has been one of the biggest...

The Sun Pharma Orders: NCLT Confounds the Law on Cross-Border Demergers?

[Shinoj Koshy is a partner and Mayank Labh an associate at L&L Partners. The views expressed are personal and do not constitute legal advice. An earlier post on the topic is available here.] On 19 December 2019, the Ahmedabad bench of National Company Law Tribunal (“NCLT”) passed the order in which it rejected an application made by Sun Pharmaceutical Industries Limited (“Sun Pharma”) for a...

NCLT Finds Cross-Border Demergers Impermissible under the Companies Act

An important question arose before the National Company Law Tribunal (NLCT), Ahmedabad bench. Are only cross-border mergers and amalgamations permitted under section 234 of the Companies Act, 2013 (the “Act”), or does the provision also encompass cross-border demergers and other similar transactions? The NCLT answered that the scope of section 234 is narrow, and covers only cross-border mergers...

The Seat vs Venue Conundrum in Cases of Unclear Arbitration Clauses: Hardy and Antrix Bad in Law?

[Purvi Kaya is a 5th Year B.A. LL.B. (Hons.) student at O.P. Jindal Global University] The choice of the arbitral seat is fundamental to arbitration. This is because the seat not only determines the lex arbitri, but also the courts that exercise supervisory jurisdiction over the arbitration. Although the distinction between the ‘venue’ and ‘seat’ of arbitration is well recognized in international...

Severability of Arbitration Clauses when the Underlying Agreement is Void Ab Initio

[Ankit Kapoor is a II Year, B.A. L.L.B (Hons.) student at the National Law School of India University, Bangalore] Earlier last year, in Samyak Projects Private Limited v. Ansal Housing & Construction, a single judge of the Delhi High Court invalidated an arbitration clause as the underlying agreement was void ab initio. This represents a departure from the general rule of severability of...

The Supreme Court Ruling in Pioneer: The Curious Case of Allottees under the IBC

[Saurabh Gupta is a third year student at the National Law School of India University. He is an Editor of the Indian Journal of International Economic Law and Law School Policy Review] The Supreme Court in Pioneer Urban Land and Infrastructure v Union of India [2019 SCC OnLine SC 1005] (“Pioneer”) upheld the constitutional validity of the Insolvency Code (Second Amendment) Act of 2018 (“2018...

Setting Up To Fail: The Amended Significant Beneficial Ownership Rules

[Ayush Kashyap is a IV year law student at Hidayatullah National Law University, Raipur] The Companies (Significant Beneficial Owners) Amendment Rules, 2019 suffer from a problem relating to the computation of significant beneficial ownership and disclosure requirements thereon. With the compliance deadline for these rules already lapsed, a look at the problem is in order. However, before that, a...

Overlooked Policy Concerns at the Intersection of Technology and Competition Law

[Prateek Surisetti is a graduate of the NALSAR University of Law. The author draws ideas for this post from his longer article “Matrimony.com Ltd v Google: an Indian perspective on a world-wide regulatory phenomenon”, (2020) 41 European Competition Law Review 26] While various commentators have analyzed the rather extensive legal issues arising from the 2018 Competition Commission of India...

Setting Aside Arbitral Awards for Defective Reasoning

[Aman Deep Borthakur is a 5th Year B.A. LL.B. student at the National Law School of India University, Bengaluru] The quality of arbitral awards has been a recurring concern leading to the pursuit for professionalisation of arbitration through the 2019 amendments to the Arbitration and Conciliation Act, 1996 (the “Act”). The Supreme Court, in its recent decision in Dyna Technologies v. Crompton...

Impact of Defaults by Stockbrokers: Are Investors the Biggest Losers?

[Shivam Tiwari is a final year law student pursuing B.A. LL.B (Business Law Hons.) at National Law University, Jodhpur. This post was earlier published in the Indian Review of Corporate and Commercial Laws] The Indian financial market has witnessed an increasing number of defaults by stockbrokers in the past few years. The Securities and Exchange Board of India (“SEBI”) has debarred brokers like...

Decriminalisation of Company Law: A Welcome Change

[Arun Kumar is a 4th-year student of NLIU Bhopal] The Company Law Committee (CLC) in its November 2019 report  (CLC Report) to the Ministry of Corporate Affairs (MCA) has recommended amendments to 46 penal provisions in the Companies Act, 2013 (CA, 2013). This is in addition to the 16 offences already decriminalised by the Companies (Amendment) Act, 2019 (CAA, 2019). India is making rapid strides...

Section 32A of the IBC (Second Amendment) Bill, 2019: A Step in the Right Direction?

[Khushi Maheshwari is a 3rd year student at the National Law School of India University, Bangalore and Apoorva Satapathy a 4th year student at the National Law University of Odisha, Cuttack] The Insolvency and Bankruptcy Code, 2016 (“IBC”) has been amended thrice since its introduction in 2016. Each amendment has sought to remove bottlenecks in the corporate insolvency process and streamline the...

Some Comments on NCLAT’s Ruling in the Tata-Mistry Case

Last week, the National Company Law Appellate Tribunal (NCLAT) pronounced its ruling in the Tata-Mistry case. It held that the removal of Mr. Cyrus Mistry as executive chairman by the board of Tata Sons was illegal, and called for his reinstatement to that position. It also decided that consequential actions taken in the interim, including the appointment of a new executive chairman were illegal...

Arbitrability of Fraud in India: The Rashid Raza test for Complex Fraud

[Anirban Chanda is a 4th year B.A., LL.B. (Hons.) student and Anujay Shrivastava a 5th Year B.A., LL.B. (Hons.) student, both at the Jindal Global Law School. The authors give special thanks to Dr. V. Niranjan and Mr. Anubhav Khamroi for their inputs.] The term “arbitrability” generally connotes the capability of a dispute or classes of disputes that can be settled by an arbitrator.[1] As far as...

Indian Insolvency Proceeding Secures First Recognition under Chapter 15 of the US Bankruptcy Code

[Rahul Kanoujia and Tharun Chowdary are 3rd-year law students at Gujarat National Law University] Chapter 15 of the United States (US) Bankruptcy Code provides a framework through which bankruptcy courts recognize foreign insolvency proceedings. In 2005, the US adopted the Model Law on Cross-Border Insolvency introduced in 1997 by the UNCITRAL to encourage the treatment of multinational...

Limited Period for Winding up Proceedings during Pendency of a Civil Suit

[Aman Saxena is a practicing advocate at the High Court of Chhattisgarh and a 2018 graduate of the National Law School of India University. The author was one of the counsel retained by the petitioners for this matter] In a judgment delivered by a three-judge bench in Jignesh Shah & Anr. v. Union of India, the Supreme Court laid down the law on the applicability of Article 137 of the...

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