[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...
Unravelling the Rights of Successors vis-à-vis Nominees to the Shares of a Company
[Snigdha is a 3rd year B.A., LL.B. student at Gujarat National Law University, Gandhinagar] The Supreme Court on 14 December 2023 in Shakti Yezdani v. Jayanand Jayant Salgaonkar settled the position of conflict between the rights of a nominee under section 109A of the Companies Act, 1956 (the “Act”) and that of a successor to the shares/securities of a company. The Court clarified the...
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...
Company’s Interest vs Duty to Protect the Environment – A Director’s Balancing Act
[Abhijnan Jha is a partner and Urvashi Misra is a senior associate at AZB & Partners, New Delhi] In April 2022, António Guterres, United Nations Secretary-General, drew the world’s attention to the alarming findings of the Intergovernmental Panel on Climate Change in its third report. Concerned that major emitters were not taking requisite steps to fulfil their climate pledges, the Secretary...
Corporate Climate Litigation: Comparing ClientEarth-Shell with the Indian Regulatory Framework
[Dhanshitha Ravi and Santosh S are third and final year law students respectively at Symbiosis Law School, Pune] The United Kingdom High Court (“UKHC”) on the 12 May 2023 delivered a landmark judgment in the realm of corporate jurisprudence in a first of its kind climate-change based derivative action in ClientEarth v. Shell plc. This action was brought by ClientEarth, a minority shareholder in...
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