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...
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 [email protected]] Prefatory It is one of the well-known principles of securities regulation that the primary objective of such regulation is to...
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 [email protected]] 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 only with the consent of the members of the company by means of a special...
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...
Major FDI Reforms: A Snapshot
[The following guest post is contributed by Bhushan Shah & Labdhi Shah from Mansukhlal Hiralal & Company] The Government last week issued a Press Note announcing reforms (“Reforms“) in 15 major sectors in respect of Foreign Direct Investment (FDI). The objective of the Government is to ease the process of foreign investments in the country and bring substantial...
Bankruptcy Code on Non-Corporate Insolvency and Bankruptcy
[The following guest post is contributed by Vinod Kothari & Niddhi Parmar of Vinod Kothari & Co] The Bankruptcy Laws Reforms Committee (“BLRC”) presented its final report (“Final Report”) to the Government of India on November 4, 2015. This Final Report is divided into 2 parts, i.e. Volume I and Volume II comprising the text of the findings and recommendations and the draft Insolvency and...
Papers on M&A Agreements, Woman Director
Professor Afra Afsharipour has posted on SSRN two papers that may be of interest to readers. They are listed below along with abstracts. Legal Transplants in the Law of the Deal: M&A Agreements in India This chapter reviews the transformation of merger and acquisition (M&A) transactions in India. Due to globalization and economic liberalization, India has experienced a significant wave of...
Recent Comments