Tag: Company Law
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Indemnity clauses in intra-group asset transfers
The English Court of Appeal recently considered an interesting and important issue arising out of an indemnity clause in an agreement for a transfer of assets and liabilities between two wholly owned subsidiaries in a corporate group. Dealing with a scenario not uncommon in intra-group transfers of assets and liabilities, the Court of Appeal in…
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Miscellaneous
1. Online Shareholder Participation In a previous post, we discussed the recent introduction of mandatory e-voting for large listed companies with effect from October 1, 2012. The Harvard Law School Corporate Governance Forum has a post that sets out some principles and best practices that companies are encouraged to adopt while conducting electronic shareholders meetings…
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E-voting in Top Listed Companies
As we have previously discussed, the participation of retail (or even institutional) shareholders in Indian companies’ decision-making is still far from desirable. The Government has, however, been taking steps to enhance participation. About a decade ago, the concept of postal ballot was introduced. However, that has not made significant inroads, due to which the next…
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Registrar of Companies and the Right to Information Act
In the past, there has been some discussion on whether the concept of right to information should be extended to the corporate sector or not, but presently it applies only to a “public authority”. At most, it might include government companies as the definition of a “public authority” includes “any … body owned, controlled or…
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Parent’s Duty to Employees of its Subsidiary: Chandler v. Cape affirmed
In an earlier post, we had discussed the judgment of the England & Wales High Court in Chandler v. Cape plc, [2011] EWHC 951. In that case, the Court had held that in certain circumstances, a parent company would owe a duty of care to the employees of the subsidiary even in situations where the…
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The Implied Authority of a Managing Director
Does a managing director have implied authority to suspend the Chairman of the board of directors? This is a question the Court of Appeal considered in its recent judgment in James Butler v John Smith. The leading judgment was given by Arden LJ. The case is significant because it dealt not with the ostensible authority…
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Bhopal Gas Tragedy: Revisiting Issues of Liability under Corporate Law
Over at Critical Twenties, Arghya Sengupta has initiated a debate “on the twin issues of the legal responsibility of a successor multi-national company for the liabilities of its predecessor as well as … thoughts on the appropriateness of the Olympics partnering with such a corporation would be most appreciated.” I have sought to step into…
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Paper on Enforceability of Share Transfer Restrictions
Niranjan and I have posted a paper titled “The Enforceability of Contractual Restrictions on the Transfer of Shares” on SSRN. The abstract is as follows: This paper analyzes the judicial trends regarding the enforceability of clauses in shareholders’ agreements that restrict the transfer of shares in Indian companies. The authors argue that neither VB Rangaraj’s…
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Arbitrability of an Unfair Prejudice Claim (Part II)
(continued from earlier) The next argument was that any unfair prejudice claim under s.994 attracts a degree of state intervention and public interest such as to make it inappropriate for disposal by anything other than judicial process, independent of the nature of the claim or the company in this particular case. In response, the Court…
