Blog Posts
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UK: Consultation Paper on Takeover Bids
[Posted by Umakanth Varottil] While the SEBI Takeover Regulations in India are a subject-matter of detailed review, elsewhere in the U.K. there are proposals for amending certain aspects of the City Code on Takeovers and Mergers. These changes have been necessitated on account of the widespread debate that followed the takeover of Cadbury plc by…
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Ostensible Authority and Indoor Management: Possible Implications of MRF v. Parrikar
[Posted by Mihir Naniwadekar] In MRF Ltd. v. Manohar Parrikar (Civil Appeals No. 4219 and 4220 of 2010, decided on May 3, 2010), the Supreme Court of India highlighted some aspects of the operation of the indoor management rule (or the rule in Turquand’s case). While the issue before the Court was a matter of…
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Encapsulating the Investor-State Dispute Settlement (ISDS) Regime of 2009
[Posted by Umakanth Varottil] (The following post is contributed by Rohan Bagai, who is a corporate lawyer at one of the leading law firms in India. He holds a Master of Laws (LL.M.) degree from New York University School of Law (NYU), New York with a specialization in corporate laws) The American Society of International…
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Easy Exit for Defunct Companies
[Posted by Umakanth Varottil] The inability to expeditiously close down businesses or companies in India often forms the subject matter of critical comment about doing business in India. In order to address this drawback, the Ministry of Corporate Affairs (MCA) has issued the Easy Exit Scheme, 2010 under which inoperative companies (“defunct companies” to use…
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Insurance policies and the tax/fee distinction
[Posted by Shantanu Naravane] Recently, the Bombay High Court had occasion to consider an important issue regarding the transferability of life insurance policies, and the restrictions that the LIC has the powers to place on such transferability. The background to the facts of this case is provided by another decision of the Bombay High Court…
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Depository Receipts and Voting Rights
[Posted by Umakanth Varottil] SEBI has written to the Ministry of Finance and the Reserve Bank of India to curb the practice whereby holders of ADRs/GDRs pass on their voting rights to boards or managements of the companies in which they hold these instruments. As the Economic Times reports: The Securities & Exchange Board of…
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Enforcement of Corporate Governance Norms: Anecdotal Evidence
[Posted by Umakanth Varottil] A constant quibble with corporate governance in India is that while the body of substantive norms has been ballooning over time, the enforcement of those norms has not kept pace. In a somewhat unusual measure, the National Stock Exchange (NSE) has threatened to suspend trading of a listed company for failure…
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Interpretive Guidance: Differential Rights on Shares
[Posted by Umakanth Varottil] Section 86(a)(ii) of the Companies Act, 1956 as well as the Companies (Issue of Share Capital and Differential Voting Rights) Rules, 2001 permit the issue of shares with differential rights as to voting and dividend (DVRs) by companies, subject to certain conditions. Such issue of shares with DVRs has also been…
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The Impact of Tightening Financial Regulation
[Posted by Umakanth Varottil] The last week has witnessed tighter financial regulations emerging out of the U.S. and European markets. While some of the reforms are expected to result in migration of investments into more liberal markets in Asia (including India), others represent introduction of stringent measures that are already in place in India. Possible…