[Announcement on behalf of the National Law School of India Review] The National Law School of India Review (NLSIR) is the flagship student-edited law review published by the National Law School of India University (NLSIU), Bengaluru. It is a bi-annual, peer reviewed journal and holds the unique distinction of being cited thrice by the Supreme Court of India. NLSIR has also been cited by courts...
SC Ruling on “Group of Companies” Doctrine: Viewed Through a Corporate Law Lens
On 6 December 2023, a five-judge bench of the Supreme Court in Cox & Kings Ltd. v. SAP India Pvt. Ltd. recognized the “group of companies” doctrine as being part of Indian arbitration law. By virtue of this doctrine, “an arbitration agreement which is entered into by a company within a group of companies may bind non-signatory affiliates, if the circumstances are such as to demonstrate the...
Group of Companies Doctrine: Apex Court’s Landmark Ruling in Cox and Kings
[Manas Rohilla and Smruti Kulkarni are 3rd year B.A., LL.B. (Hons.) students at the Gujarat National Law University, Gandhinagar] In the era of complex and multi-party transactions, the issue of whether non-signatories to an arbitration agreement can be bound by it has been largely relevant and contentious. On 6 December 2023, a five-judge constitution bench of the Supreme Court of India, in Cox...
Pre-Deposit Clauses in Arbitration Contracts: Analyzing the LombardiEngineering Case
[Suyash Pandey is a third year B.A., LL.B. (Hons.) student at the National Law School of India University, Bangalore] Recently, the Supreme Court (‘SC’) in Lombardi Engineering Limited v. Uttarakhand Jal Vidyut Nigam Limited has invoked Article 14 of the Constitution of India to test the validity of the pre-deposit arbitration agreement between Lombardi Engineering (‘LE’) and Uttarakhand Project...
SEBI’s Proposal to Link Voluntary Delisting to a Fixed Price is Meritorious
[Aadya Conjeevaram is a third-year undergraduate student at the West Bengal National University of Juridical Sciences, Kolkata] The Securities and Exchange Board of India (“SEBI”) through a consultation paper (“Consultation Paper”) proposed significant changes to enhance the delisting process. A sub-group, led by Mr. Keki Mistry and comprising members from the Primary Market Advisory Committee...
Dematerialization Mandate for Private Companies: Navigating Transparency & Challenges
[Bhabesh Satapathy and Harsh Mittal are third year B.B.A. LL.B. (Hons.) students at National Law University, Odisha] On October 27, 2023, the Ministry of Corporate Affairs (“MCA”) ushered in a significant change with the introduction of rule 9B through the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 (“PAS Rules”) The amendment is in harmony with the overarching...
Inside SEBI’s Consultation Paper: Reshaping SSFs in Indian Finance
[Harsh Mittal and Sidhanth M K Majoo are 3rd year B.B.A. LL.B. (Hons.) students at National Law University, Odisha] The Indian financial system has long been burdened by the prevalence of stressed assets, necessitating substantial capital infusions into banks, non-banking financial companies (“NBFCs”), and other financial institutions. These stressed assets have constrained the ability of...
Small and Medium REITs: Debunking Fractional Ownership and the Way Forward
[Aayush Ambasht and Rajdeep Bhattacharjee are 3rd Year BBA LLB (Hons.) students at Symbiosis Law School, Pune] In its board meeting on November 25, 2023, the Securities Exchange Board of India (‘SEBI’) approved amendments to the SEBI (Real Estate Investment Trusts, Regulations, 2014) for facilitating a regulatory framework for Small and Medium Real Estate Investment Trusts (‘SM REITs’). Through...
Green Competition: Adopting A Flexible Regulatory Framework
[Oorja Newatia is a second-year law school student at NLSIU, Bengaluru. An earlier version of this post was first published with the Centre for Business and Commercial Laws] Recently, on the sidelines of the BRICS Competition Conference, the Competition Commission of India’s (‘CCI’) chairperson has declared that the CCI is looking at ways to integrate sustainability dimensions into the...
Scope of Judicial Interference in the CIRP: Rethinking the Commercial Wisdom Doctrine
[Rohan Srivastava and Priyanshu Mishra are III Year B.A. LL.B.(Hons.) students at the National Law School Of India University Bengaluru] Ever since the enactment of the Insolvency and Bankruptcy Code of 2016 (IBC), the corporate insolvency resolution process (CIRP) has been at the heart of the ambitious legislation. This statutorily guided process, aimed at reviving the corporate debtor, entails...
Flexible Trading Plans: SEBI’s Consultation Paper on Insider Trading Regulations
[Manas Rohilla and Smruti Kulkarni are 3rd year B.A., LL.B. (Hons.) students at the Gujarat National Law University, Gandhinagar] Regulators impose various restrictions and obligations on insiders of a company, such as mandatory disclosure of trades, trading window closures, contra-trade prohibitions, and the like, to prevent insider trading. However, these restrictions may also pose challenges...
Digital Personal Data Protection Act, 2023: A Dilemma for Fintechs?
[Ganesh BL is an associate at a law firm in Mumbai] The Indian Government has, after prolonged consideration, enacted the Digital Personal Data Protection Act, 2023 (‘DPDP Act’). The DPDP Act provides a comprehensive legal framework for the collection and use of digital personal data (‘DPD’). The DPDP Act identifies two parties involved in the collection of DPD, i.e., a data fiduciary and a data...
Supreme Court Clarifies the Extent of Liability of Personal Guarantors under the IBC
[Tanisha Gautam is a 4th year B.A. LL.B. (Hons.) student at the Institute of Law, Nirma University, Ahmedabad] The impact of a personal guarantee in relation to a corporate debtor undergoing insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 (the “Code”) has raised interesting legal issues. A personal guarantee refers to a promise made by an individual (the guarantor) to assume...
Clarity or Complexity?: Decoding the Supreme Court’s Verdict on Interpreting MFN Clause in DTAAs
[Manas Rohilla and Smruti Kulkarni are 3rd year B.A., LL.B. (Hons.) students at the Gujarat National Law University, Gandhinagar] On October 19, 2023, the Supreme Court of India, in the case of Assessing Officer Circle (International Taxation) 2(2)(2) New Delhi v. Nestle SA delivered a controversial decision regarding the interpretation and application of the Most Favoured Nation (MFN) clauses in...
MCA’s New SBO Compliance Regulations for LLPs – A Futile Effort?
[Manya Sharma is a 3rd year B.A., LL.B. (Hons.) student at National Law University Odisha] The Ministry of Corporate Affairs (MCA) issued a notification dated 27 October 2023 introducing The Limited Liability Partnership (Significant Beneficial Owners) Rules, 2023 effective from November 10. These rules come in addition to MCA’s notification last year extending the applicability of section 90 of...
Revisiting the Ban on Futures Trading of Agri-Commodities in India
[Shuchi Agrawal is a research fellow in the Corporate Law and Financial Regulation team at Vidhi Centre for Legal Policy] On 27 October 2023, the Securities and Exchange Board of India (“SEBI”) extended the ban on futures trading in seven agricultural commodities for a year, that is, until 20 December 2024. Wheat, paddy (non-basmati), chana, mustard seeds, soya bean, crude palm oil and moong are...
SAT Ruling in the Zee Entertainment Case
In a ruling late last month, the Securities Appellate Tribunal (SAT) reversed an order of the chairperson of the Securities and Exchange Board of India (SEBI) dated August 14, 2023 in the case involving Zee Entertainment Enterprises Limited (ZEEL). The SEBI order had barred Mr. Punit Goenka from holding the position of director or key managerial personnel in ZEEL or other related companies. The...
The Complex Jurisprudence of Dividend Distribution Tax as Inverse Split Rate
[Rupam Dubey is a third year B.A.LLB student at the National Law School of India University Bangalore] The landscape of dividend taxation in India has experienced significant changes over the past two decades, leading to a perplexing situation for courts and income tax tribunals. This uncertainty surrounding the nature of the dividend distribution tax (DDT) has resulted in contradictory judgments...
Ignorance is Bliss (?): Analysing the Treatment of Contingent Claims under the Insolvency and Bankruptcy Code, 2016
[Saksham Chaturvedi and Devansh Sehgal are final year B.A. LL.B. (Hons.) students at National Law University, Odisha] Any claim against the corporate debtor (‘CD’) which is pending adjudication or has not been crystallised as of the insolvency commencement date is known as a contingent claim. By virtue of the moratorium issued under section 14 of the Insolvency and Bankruptcy Code, 2016 (‘IBC...
Finfluencers in the Regulatory Crosshairs: SEBI’s Baap of Chart Interim Order
[Sourav Paul is a fourth-year undergraduate student at the West Bengal National University of Juridical Sciences, Kolkata] The rapid expansion of social media has significantly impacted securities markets, with the emergence of finfluencers, who provide investment advice on social media platforms. These finfluencers have a huge following, primarily comprising retail investors, and exert more...
Deciphering Tax Evasion: A Legal Perspective on Leveraging AI/ML for Robust Enforcement
[Syed Alwaz Asif is a penultimate year law student at Dr Ram Manohar Lohiya National Law University, Lucknow.] In an era where organizations and governments are inundated with vast amounts of data, the challenge of effectively detecting and preventing tax fraud has intensified. The overwhelming magnitude of information available often surpasses human capacity to discern intricate patterns and...
Examining the Viability of Corporate Insolvency Resolution for Section 8 Companies
[Niharika Agarwal and Akshita Bhansali are 3rd year students at Gujarat National Law University] In Educomp Infrastructure & School Management Limited v. Millennium Education Foundation (4 July 2023), the National Company Law Appellate Tribunal (“NCLAT”) held that an application filed under section 9 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) is maintainable in case of a corporate...
GST’s New Frontier: Taxability of Corporate Guarantees
[Esha Rathi is a final year B.B.A. LL.B. (Hons.) student at Jindal Global Law School] Parent companies extending corporate guarantees for their subsidiaries is a common practice but has been a subject of debate on whether it can be construed as a taxable service. In July 2023, the Directorate General of Goods and Services Tax Intelligence issued tax demand notices to numerous local corporate...
An Endeavour to Understand the “Endeavours” Clause and its “Legal Transplant” in India
[Shinoj Koshy and Radhika Malpani are with Luthra and Luthra Law Offices] Globalisation has led to a significant increase in the cross-border transactions and this in turn has led to “legal transplants” – a phenomenon where contracts memorializing cross-border transactions tend to include legal terms and concepts which are prevalent in other legal systems. The term “legal transplant” was coined...
Unveiling SEBI’s Game-Changing Market Rumours Amendment
[Raashi Sanjay Sarupria is a 3rd-Year B.B.A., LL.B. (Hons.) student at the Gujarat National Law University] The Securities and Exchange Board of India (“SEBI”) has implemented significant amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), effective from October 1, 2023. The SEBI (Listing Obligations and Disclosure Requirements) (Second...
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