Tag: Company Law
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Oppression/Mismanagement and Arbitration Clauses
We had earlier briefly noted the decision of the learned Single Judge of the Bombay High Court in Malhotra v. Malhotra, where it was held that disputes in a petition properly brought under sections 397-398 of the Companies Act are not capable of being arbitrated. In essence, the learned Single Judge held that considering the…
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Are disputes in s. 397-398 petitions capable of being referred to arbitration?
Normal 0 false false false EN-US X-NONE X-NONE MicrosoftInternetExplorer4 /* Style Definitions */ table.MsoNormalTable {mso-style-name:”Table Normal”; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-qformat:yes; mso-style-parent:””; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin-top:0in; mso-para-margin-right:0in; mso-para-margin-bottom:10.0pt; mso-para-margin-left:0in; line-height:115%; mso-pagination:widow-orphan; font-size:11.0pt; font-family:”Calibri”,”sans-serif”; mso-ascii-font-family:Calibri; mso-ascii-theme-font:minor-latin; mso-fareast-font-family:”Times New Roman”; mso-fareast-theme-font:minor-fareast; mso-hansi-font-family:Calibri; mso-hansi-theme-font:minor-latin;} A learned Single Judge of the Bombay High Court recently considered (in Rakesh…
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OECD Report on Related Party Transactions in India
The topic of related party transactions (RPTs) has acquired tremendous importance lately and has been the subject matter of intense discussion and debate both on this Blog (here) and elsewhere (here, here and here). The discussions focus on the specifics and the interpretation of the Companies Act and the Rules promulgated by the Ministry of…
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Guest Post – MCA amends RPT rules: Makes provisions stricter
[The following post is contributed by Vinod Kothari and Shampita Das of Vinod Kothari & Company. They can be contacted respectively at vinod@vinodkothari.com and shampita@vinodkothari.com] The latest setback from the MCA has come by way of the amendments to the Companies (Meetings of Board and its Powers) Rules, 2014 (MBP Rules) vide its notification dated…
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Paper on Squeeze Outs in India
Professor Vikramaditya Khanna and I have co-authored a working paper titled “Regulating Squeeze Outs in India: A Comparative Perspective” that is now available on SSRN. The abstract is as follows: Squeeze outs are both visible and palpable manifestations of a controlling shareholder’s raw power within the corporate machinery – the ability to openly force minority…
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Guest Post: Corporate Law Reforms and Whistleblowing
[The following post is contributed by Suprotik Das, a 3rd year law student at the Jindal Global Law School, Sonepat, Haryana] Last year, with the advent of the Companies Act, 2013 (the Act), the thrust has been toward fraud protection and having an effective corporate vigil mechanism. Companies in India are now required to have…
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Squeeze Outs: Analyzing the Cadbury Decision
[Professor Vikramaditya Khanna and I have co-authored the following post] Background In India, several transaction structures are available for controlling shareholders to squeeze out minority shareholders. These include the compulsory acquisition mechanism, scheme of arrangement and reduction of capital. Out of these, the most commonly used method is the reduction of capital. That is not…
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Paper on Corporate Insolvency Laws in India
Professor Kristin van Zwieten has posted on SSRN a new paper titled “Corporate Rescue in India: The Influence of the Courts”, the abstract of which is as follows: India is poised for significant reform to its corporate insolvency laws, including the introduction of a new rescue procedure. The reforms follow two decades of sustained criticism…
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Guest Post: Removal of Directors – The Necessary Numbers
[The author is an Advocate at the Bombay High Court, and can be contacted at c.gajaria@outlook.com] Under the Companies Act, 1956 (“1956 Act”), it was settled law that a resolution proposing the removal of a director before expiry of his period of office under s. 284 of the 1956 Act would have to satisfy the numerical…
