[Guest post by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai] Last month, the Supreme Court of India (“SC“) in the case of National Securities Depository Limited v. Securities and Exchange Board of India ruled that the administrative and legislative orders made by the Securities and Exchange Board of India (“SEBI“) are not assailable before the...
Has SEBI Altered Its Position on the Question of “Control”?
The issue of what amounts to “control” for purposes of the SEBI Takeover Regulations has been a vexed one, and has eluded any form of resolution for nearly 15 years. In a paper titled “The Nature of the Market for Corporate Control in India”, I have sought to summarize the present position (footnotes omitted): Under Indian takeover regulation, it is possible to trigger the [mandatory bid rule...
SAT on Holding Period for Inter Se Promoter Transfers
Mandatory takeover offer requirements are subject to certain exemptions. One such exemption is when there is an inter se transfer of shares among promoters of a company, so long as certain conditions are satisfied. One such condition, stipulated in regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”), is that the...
Incorrect Prefixes to Company Names
A longstanding misconception is finally sought to be rectified by the Bombay High Court in a Circular issued on 3 April 2017 (via LiveLaw), the extracts of which are as follows: IT IS OBSERVED by the Hon’ble Shri Justice G. S. Patel while hearing Chamber Summons No. 89 of 2017 in Execution Application (L) No. 198 of 2017 in Arbitration Case No. 1 of 2014, on 8th March, 2017, that for...
Finance Act Amendments to the SEBI Act and the SCRA: Parliament Settles the Roofit Question
[Guest post by Shashank Prabhakar, who is a lawyer with Finsec Law Advisors] The Finance Bill, 2017, which has been passed by both the houses of Parliament and which was assented to by the President of India on 3 April 2017, has amended certain provisions of the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Securities Contracts (Regulation) Act, 1956 (“SCRA”). The most...
MCA’s Notification for Enhanced Exemptions Under the Merger Control Regime
[Guest post by Varun Thakur, BA.LL.B fourth year student at National Law University, Jodhpur.] In a notification dated 27 March, 2017, the Central Government, exercising its powers under the Competition Act, 2002 (‘the Act’), has issued a notification containing certain clarifications for easing compliance under the merger control regime. These interpretations are aimed at ensuring the...
Supreme Court on Vicarious Liability of Corporate Officers
[Guest post by Rahul Bajaj, a final year law student at the University of Nagpur and a SpicyIP fellow] The issue of corporate criminal liability has always been a vexed one, raising as it does profound jurisprudential questions that go to the heart of the separate legal status enjoyed by companies. As Professor Varottil noted in his analysis of the Sunil Bharti Mittal judgment on this Blog that...
Debt Restructuring Through Scheme of Arrangement
I have posted a working paper titled “The Scheme of Arrangement as a Debt Restructuring Tool in India: Problems and Prospects” on SSRN, the abstract of which is as follows: The goal of this paper is to analyse the scheme of arrangement as a debt restructuring tool in India and the extent to which it has been utilised. It finds that the scheme has been used sparingly for debt restructuring in...
Can trustees contract out of fiduciary liabilities?
[The following post is contributed by Shreya Rao and Vakasha Sachdev at Rao Law Chambers] Trust law in India has not kept up with the times. The last few years have seen an increase in the incidence of sophisticated trust structures, particularly in the private wealth and fund industries. However, changes to the law governing trusts have substantially been introduced in ad hoc form by tax...
Supreme Court on DRT’s Jurisdiction for Small Debts
[Guest post by Yudhvir Dalal, 5th Year B.A.LL.B. (Hons.), The National University of Advanced Legal Studies (NUALS), Kochi.] The Supreme Court late last year in State Bank of Patiala v. Mukesh Jain[i] held that under section 17 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (‘SARFAESI Act’) a Debt Recovery Tribunal (‘DRT’) is entitled...
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