TagCompany Law

Analysing the Change in Law Regarding Issuance of Sweat Equity Shares

[Vartika Tiwari is a 3rdYear student of National Law Institute University, Bhopal and is on the Editorial Board of NLIU Law Review] On 16 January 2016, the Government launched the “Startup India”campaign and ever since it has been making constant efforts to promote startups and make the country business friendly. There is no denying the fact that India has come a long way since then. In fact, it...

Revisiting “Sham” as a Ground for Piercing the Corporate Veil

[Ashwin Murthy and Sathvik Chandrasekhar are 4th year students from NALSAR University of Law] The doctrine of piercing the corporate veil was clarified in India with the landmark case of Balwant Rai Saluja v Air India (2013), recognising that the veil should rarely be lifted. Balwant directly relied upon the UK case of Prest v Petrodel which similarly narrowed the scope of such piercing (read...

Testing the Validity of a Type of Shareholders’ Agreements in India

[Priya Garg is a 4th year student at the West Bengal National University of Juridical Sciences (WBNUJS)]  In the Indian context, shareholders’ agreements (SHAs) have been widely categorized into two types – one, that impose restrictions on the transferability of shares held by the shareholders who happen to be the parties to the SHA (type 1 SHA) and the other, which deal with the matters relating...

Cross-Characterization of Share Capital

[Naren BS is an independent legal consultant and was previously a Senior Associate with a leading law firm] This post represents a brief discussion on the characteristics of equity and preference capital under the Companies Act, 2013 and the flexibility of cross-characterization between the two kinds of capital, i.e. imputing the characteristics of one kind of capital to the other. Background and...

Analysis of “Externalisation” under Indian Law

[Deepansh Guwalani is a 4th Year Student at ILS Law College, Pune] Introduction “Externalisation” is a strategy of incorporating holding companies in offshore jurisdictions to enjoy certain benefits which the home country does not offer. The strategy is employed by companies to move their corporate structures away from the Indian tax and regulatory regimes. How it is done The process of...

Arbitrability of Oppression and Mismanagement – Rakesh Malhotra & After

[Deepanshi Ahlawat is a 5th year B.A., L.L.B. (Hons.) student at National Law School of India University in Bangalore. Earlier posts on the topic are available here, here and here] Introduction Oppression and mismanagement (“O&M”) disputes in India are governed by sections 241 & 242 of the Companies Act, 2013 (“2013 Act”) [analogous to sections 397, 398 & 402 of the Companies Act...

Papers on Comparative Corporate Law and Governance in Asia

Hostile Takeover Regimes in Asia: A Comparative Approach, which I have co-authored with Wai Yee Wan. The abstract is as follows: “The market for corporate control (operating through hostile takeovers) acts as a key corporate governance mechanism to discipline corporate managers. However, the process and substance of regulating hostile takeovers differs remarkably among various jurisdictions...

Transferability of Winding-up Proceedings from High Court to NCLT

[Dheeresh Kumar Dwivedi is a lawyer at APJ SLG Law Offices New Delhi] The Companies Act, 2013 (“Act of 2013”) was passed with the object of consolidating and amending the law of corporations in India. Before the passage of the Act, the winding-up of a corporate debtor on the ground of ‘inability to pay debts’ was governed by the provisions of sections 433(e) and 434 of Companies Act, 1956 (“Act...

Winding-up and Liquidation: Demarcation by the Bombay High Court

[Shubham Sancheti and Prashamsha  Tulachan are 4th Year B.A., LL.B. (Hons.) studentsat NALSAR University of Law, Hyderabad] The Insolvency and Bankruptcy Code, 2016 [“Code”] entailed various interpretation lacunae and, the Central Government is constantly seeking to bridge the emerging gaps. One of such lacuna pertained to the conflict between “Winding-up” under the Companies Act [“1956 Act” or...

Form PAS-3 for Privately Placed Issuance

[Vinita Nair is a Partner at Vinod Kothari & Company, and can be reached at [email protected]] One of the major concerns arising from enforcement of Companies (Amendment) Act, 2017 is to ensure compliance of provisions of the substituted section 42. One of the clauses of section 42 restricts utilization of monies received from subscribers of a privately placed issue of securities...

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