Blog Posts
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Companies Bill Reintroduced in Parliament
[Posted by Umakanth Varottil] Last October, the Companies Bill 2008 was introduced in Parliament with a view to simplify and modernize company law by replacing the Companies Act, 1956. However, the Companies Bill lapsed with the dissolution of the Lok Sabha earlier this year due to the general elections. In the meanwhile, corporate India witnessed…
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Corporate Opportunities: A “Scope of Business” Exception?
[Posted by Mihir Naniwadekar] A couple of weeks ago, Corporate Law and Governance highlighted a decision of the Court of Appeal in O’Donell v. Shanahan, reasserting the strictness of a director’s fiduciary duties. A leading decision on the point of the director’s fiduciary duties was Regal (Hastings) v. Gulliver, [1942] 1 All ER 378, where…
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Landmark Judgment on the Role of the Debt Recovery Tribunal
[Posted by V. Niranjan] The role of the Debt Recovery Tribunal has been the subject of a great deal of controversy. Some aspects of this issue have been discussed on this blog. The main question has been whether an independent suit filed by a borrower against a bank in a civil court could be transferred…
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Warrants and Voting
[Posted by Somasekhar Sundaresan] My friend Jayant Thakur posted a critique on July 31 on the recent SEBI Order in the case preferential allotment of warrants to promoters. Umakanth dealt with the element of potential prohibition of voting in areas of conflict of interest on August 1. Here is a piece I wrote in the…
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Shareholders and Their Duties under Indian Law
[Posted by Umakanth Varottil] Under the Companies Act, 1956, shareholding in an Indian company is almost entirely associated with concepts like rights, entitlements and ownership. This emanates from Section 82, which reads as follows: The shares or debentures or other interest of any member in a company shall be movable property, transferable in the manner…
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Lock-in for Real Estate FDI Clarified
[Posted by Umakanth Varottil] According to Press Note 2 of 2005 issued by the Department of Industrial Policy and Promotion, there are certain conditions for foreign investment in the real estate sector. The relevant conditions are as follows: i. Minimum capitalization of US$10 million for wholly owned subsidiaries and US$ 5 million for joint ventures…
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Director and Officer Liability for Dishonour of Cheques
[Posted by Umakanth Varottil] (The following post has been contributed by Avirup Bose. Avirup is an Indian lawyer, who has graduated from NUJS Kolkata and has an LL.M from the Harvard Law School) On July 6, a Division Bench of the Supreme Court passed a judgment in K.K. Ahuja v. V.K. Vora (MANU/SC/1111/2009, per R.V.…
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SEC Issues Permanent Ban on Abusive Short Sales
[Posted by Umakanth Varottil] In the aftermath of the financial crisis, the US Securities and Exchange Commission (SEC) had issued a temporary ban on the practice of “naked” short sales. By way of a recent press release, SEC has now made the ban permanent. The Press Release defines a “naked” short sale as one where…
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SEBI clarifies on Insider Trading Regulations amendments of November 2008
[Posted by Jayant Thakur] SEBI had amended the Insider Trading Regulations 1992 vide a Notification dated November 19, 2008 which I had discussed it here and here. SEBI has now released a set of “Clarifications” on 24th July 2009 on certain issues arising out of the amendments made. I had opined on some of these…