Category: Uncategorized
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The Court of Appeals on Dishonest Assistance
[Posted by Shantanu Naravane] The United Kingdom Court of Appeals recently considered an interesting case concerning the standard of dishonesty required to hold a person guilty of assisting in the breach of trust. The factual background in Starglade Properties v. Roland Nash is complex, but for the purposes of this discussion, it is sufficient to…
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Offering of Debentures: SEBI’s Order in the Sahara Case
[Posted by Umakanth Varottil] Earlier this week, SEBI issued an order restraining two entities of the Sahara group as well as certain promoters and directors from accessing the capital markets. While Sahara Prime City Limited had filed its draft red herring prospectus (DRHP) with SEBI in connection with its proposed IPO, SEBI received complaints that…
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Proxies for Shareholders; Alternates for Directors
[Posted by Umakanth Varottil] A column in today’s Business Line by S. Murlidharan analyzes the appointment of proxies by shareholders to attend general meetings as compared to the appointment of alternate directors on the board. Although the author alludes to the “shareholder’s proxy” and “director’s proxy” (the latter being the alternate director), he highlights the…
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Ownership and Governance of Market Infrastructure Institutions
[Posted by Umakanth Varottil] The report of the Bimal Jalan committee on “Review of Ownership and Governance of Market Infrastructure Institutions” is now available on SEBI’s website for public comments (due on December 31, 2010). The report makes a number of key recommendations regarding the ownership structure and corporate governance norms pertaining to three key…
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Some further thoughts on Iridium/Motorola: Deviating from Meridian?
[Posted by Mihir Naniwadekar] As Mr. Umakanth discussed in this post, the Supreme Court of India in Iridium India Telecom v. Motorola Inc. (Criminal Appeal No. 688 of 2005, judgment dated October 20, 2010) has confirmed that companies can be prosecuted for offences involving mens rea. The Court in Iridium appears to have approved of the…
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Corporate Criminal Liability: The Iridium/Motorola Case
[Posted by Umakanth Varottil] The judgment of the Supreme Court in Iridium India Telecom Ltd. v. Motorola Inc. is now available on JUDIS (date: 20 October 2010). M.J. Antony has a summary and analysis of the case in the Business Standard: The question of punishing a corporation came up recently in the Supreme Court in…
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Disclosure as an Instrument of Securities Regulation
[Posted by Umakanth Varottil] The almost universally accepted strategy for securities regulation is to require issuers to make adequate disclosures in offering documents. The role of the regulators is to determine the extent of disclosures required. It is then left to investors to rely upon the disclosures and to make a decision as to whether…
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Res Judicata and Special Statutes
[Posted by V. Niranjan] The rapid proliferation of Tribunals in India has perhaps masked an allied, and yet facially less controversial feature of adjudication – the growth of special statutes and the creation of jurisdictional courts to resolve disputes arising out of those statutes. Facially, no constitutional vice attaches to such statutes – indeed, it…
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Companies Bill to be Deferred
[Posted by Umakanth Varottil] A few weeks ago, newspaper reports had suggested that the Companies Bill, 2009 may be presented in amended form during the winter session of Parliament and that it may even be enacted by the end of the year. That was somewhat intriguing considering the magnitude of the discussions before the Parliamentary…
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Incorporation of Contractual Terms by Reference
[Posted by Shantanu Naravane] Last week, an interesting issue of contractual interpretation fell for the consideration of the United Kingdom Court of Appeals in Malone v. British Airways, [2010] EWCA Civ 1225. The Court was called on to decide circumstances in which terms may be incorporated into a contract from other related agreements or documents,…