[Bharat Vasani is Senior Advisor – Corporate Laws and Miloni Mau an Associate in the General Corporate Practice, both at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] The Government of India’s socialistic approach towards controlling managerial remuneration between 1960s and 1990s has been a painful chapter in...
When a Rights Issue becomes Oppressive: A Look at Byju’s Recent Controversy
[Rituraj Singh Parmar and Priyam Indurkhya are 4th year B.A., LL.B. (Hons.) students at National Law Institute University, Bhopal] Think & Learn Private Limited, popularly known as Byju’s, has been facing several legal battles nationwide. In February 2024, the investors of Byju’s filed a petition for oppression and mismanagement with the National Company Law Tribunal, Bengaluru (“NCLT”). The...
Indian Shareholder Activism: Approaching a Turning Point?
[Karan Anand and Bhaskar Vishwajeet are students at Jindal Global Law School] The unsuccessful merger between Zee Entertainment Enterprises Limited (“ZEEL”) and Culver Max Entertainment Private Limited (“SPNI”) has reignited the debate on the status of shareholder activism in incomplete mergers in India. In the wake of the termination of the merger, some of SPNI’s institutional shareholders...
Crowdsourcing Capital Faces Stiff Penal Actions
[Pammy Jaiswal is a Partner at Vinod Kothari and Company] Several well-known digital platforms have been showcasing the immense potential to raise funds for start-ups from private equity investors, reaching very often to retail investors too. However, one needs to note the provisions of section 42 (7) of the Companies Act, 2013 (‘CA 2013’), and several recent penalty orders which, with detailed...
Calcutta High Court on Jurisdiction in Shareholder Disputes under Companies Act: An Aberration?
[Abhijnan Jha is a Partner and Urvashi Misra a Senior Associate at AZB & Partners, New Delhi] It is trite law that where a statute prescribes something to be done in a particular manner, then it ought to be done in that manner alone and not in any other manner. This is a well-recognized position, with courts having the duty to filter out any misguided attempts by litigants to bypass statutory...
Holding-Subsidiary Relationship: The Legal & Regulatory Architecture
[Bharat Vasani is Senior Advisor – Corporate Laws and Miloni Mau an Associate in the General Corporate Practice, both at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] As their businesses grow, companies operate through their subsidiaries for various reasons such as flexibility in operation of different units...
Interim Measures in Oppression & Mismanagement Proceedings: The Encroachment of Third-Party Rights
[Abhijnan Jha is a Partner, Urvashi Misra a Senior Associate, and Anant Narayan Misra an Associate, all at AZB & Partners, New Delhi] In contentious corporate litigation, much depends on interim measures. A victory at the interim stage becomes a turning point for most parties. This is particularly true for shareholder disputes, which become a battle to retain the company’s control. A...
Electoral Bonds Deemed Unconstitutional: Granular Electoral Finance Reforms Needed?
[Bhaskar Vishwajeet and Abhinav Shankarraman are final year law students at Jindal Global Law School] The recent judgement of the Supreme Court in Association for Democratic Reforms v. Union of India has stirred the hornet’s nest on electoral financing in India. At the heart of this judgement lay the controversy surrounding unlimited corporate funding of political parties. The judgment of the...
Whether a “Sale of Shares” Amounts to a “Sale of an Undertaking”: Has the Conundrum Been Resolved?
[Bharat Vasani is Senior Advisor – Corporate Laws and Varun Kannan an Associate in the General Corporate Practice, both at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] “What would constitute an ‘undertaking’ of a company” has been among the most hotly debated topics in the history of India’s company law regime...
Business Judgment Rule: The Indian Context
[Bharat Vasani is Senior Advisor – Corporate laws at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] The business judgment rule is a legal presumption evolved by Delaware courts. The presumption is that while making business decisions, directors of a company act in good faith, on an informed basis and in the...
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