[This announcement is posted on behalf of the Younger Comparatavists Committee of the American Society of Comparative Law] The Younger Comparativists Committee (YCC) of the American Society of Comparative Law (ASCL) is pleased to invite submissions for a workshop on comparative business and financial law to be held on November 7-8, 2014 at UC Davis School of Law in Davis, California. The purpose...
SEBI Order on “Control” Under Takeover Regulations
Background and Facts Last week, SEBI passed its order in the Jet-Etihad case relating to whether the investment by Etihad Airways in 24% shares of Jet Airways (India) Limited and the terms thereof amount to Etihad obtaining “control” in Jet so as to require Etihad to make a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the Takeover...
Guest Post: The Changing Definition of Debentures
[The following post is contributed by Nidhi Bothra of Vinod Kothari & Co. She can be contacted at [email protected]] The new Companies Act, 2013 has changed the regulatory face of the corporate India; “raising the bar on Corporate Governance.” The new regulatory changes including need for CSR activities, increased investor protection, greater transparency in business and have been the...
Announcement: 7th Nani Palkhivala Foundation Taxation Law Essay Competition, 2014
(The following announcement comes from the National Law School of India Review) The National Law School of India Review (NLSIR), the flagship journal of the National Law School of India University (NLSIU), Bangalore, in association with the Nani Palkhivala Memorial Trust is pleased to announce the release of topics for the 7th Nani Palkhivala Foundation Taxation Law Essay Competition. The...
The Supreme Court on Frustration and Statutory Contracts
In its recent judgment in Mary v State of Kerala, the Supreme Court has considered the scope of section 56 of the Contract Act, 1872, and its relationship with statutory contracts. The appellant responded to an invitation to tender for the right to vend arrack in certain shops in Kalady in Kerala. Her bid of approximately Rs. 25.6 lakhs was successful and she deposited 30 percent (Rs. 7.68 lakhs)...
Court-Convened Meetings and Postal Ballot
Background In one of the first few cases interpreting the provisions of the Companies Act, 2013 (the 2013 Act), the Bombay High Court last week issued its judgment on the use of postal ballot facility at a court-convened meeting to consider a scheme of arrangement. In re Godrej Industries Limited, the court was concerned with a scheme of amalgamation of Wadala Commodities Limited into Godrej...
Supreme Court on the Sanctity of a Takeover Offer
Background and Facts Last month, the Supreme Court had the occasion in SEBI v. Akshya Infrastructure Pvt. Ltd. to consider the narrow question of the whether “an open offer voluntarily made through a Public Announcement for purchase of shares of the target company can be permitted to be withdrawn at a time when the voluntary open offer has become uneconomical to be performed”, which it answered...
The Meaning of ‘Inability to Pay Debts’ for the Purpose of Winding-up
The test for statutory winding-up in Indian company law has a long history. Section 434(1)(a) and 434(1)(c) of the Companies Act, 1956 was based on section 223 of the English Companies Act, 1948, and the new Companies Act, 2013, retains this language (see section 271), although the language has been slightly modified in later British legislation (sections 89 and 123 of the Insolvency Act, 1986)...
Guest Post: Named arbitrators – No petition under Section 11 of Arbitration and Conciliation Act, 1996
(The following post is contributed by Ms Renu Gupta, Advocate) Arbitration clauses in most contracts with government corporations specify that in case of a dispute between the parties, an employee occupying a designated post of the corporation or some other person nominated by him, shall be the arbitrator. It is settled law that arbitration agreements in government contracts providing that an...
Guest Post: State Consent vis-à-vis FDI in Multi-Brand Retail
[The following post is contributed by Sujoy Chatterjee who is an Advocate in New Delhi and an alumnus of the National Law University Jodhpur (’13)] In the aftermath of the December 2013 State Assembly elections, the newly elected Governments of Delhi and Rajasthan expressed their intention to withdraw their consent from allowing foreign direct investment (FDI) in multi-brand retail trading (MBRT)...
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