Tag: Company Law
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The Sale of Liverpool Football Club
Last week, the English High Court of Justice considered a very interesting legal issue, also having great relevance for the football world. This concerned the sale of Liverpool Football Club [“Club”] to NESV, an American company which also owns the baseball team Red Sox. The owners of the Club, Mr. Hicks and Mr. Gillett purchased…
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The Supreme Court on the scope of winding-up jurisdiction
It is well-known that one of the grounds for winding up a company under Indian company law is its inability to pay “debts”. S. 433(e) explicitly provides that a company may be wound up by the company court if it is “unable to pay its debts” and s. 434(1)(a) lists three circumstances where a company…
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More on Independent Directors
Can Independent Directors Appoint Alternates? Despite closely following developments in the law relating to independent directors (IDs) in the recent past, this question took me by surprise. Considering the special position of an ID, it seemed to me that an individual occupying that position is incapable of being substituted, even if that were temporary in…
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Independent Directors under the Companies Bill, 2009
The report of the Parliamentary Standing Committee on Finance (SCF) pays significant attention to the role of independent directors on Indian companies (particularly the listed ones). While it is not doubted that the existing system of independent directors requires further review and strengthening, the SCF’s recommendations seem to go the other extreme in advocating a…
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The Rangaraj-Madhusoodhanan Conflict and the “Reformulation” of Rangaraj in Para 55 of Messer Holdings
Section 111A of the Companies Act, 1956, is perhaps the most significant unresolved controversy in contemporary Indian corporate law. The blog noted today that a Division Bench of the Bombay High Court (Messer Holdings) has held that a private arrangement between shareholders conferring a right of first refusal is not contrary to s. 111A of…
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A twist in the tale: Share transfer restrictions in a public limited company legal?
A Division Bench of the Bombay High Court has ruled in Messer Holdings Limited v. Shyam Madanmohan Ruia that a private arrangement between shareholders of a public limited company on a voluntary basis relating to share transfer restrictions (right of first refusal) is not violative of Section 111A of the Companies Act, 1956. The judgement…
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Parliamentary Standing Committee on Companies Bill, 2009
It has been reported that the Parliamentary Standing Committee on Finance has its made recommendations upon review of the provisions of the Companies Bill, 2009. Discussions reveal that in some areas the Standing Committee’s recommendations seek a reversal of the position stated in current version of the Companies Bill. On one hand, the standing committee…
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Cooperatives and Producer Companies
In this Mint column, Narayan Ramachandran calls for a shift in attention from the classic corporate model of limited liability companies to a cooperative model that involves “a voluntary agreement to share, for the mutual benefit of all parties”. Although India is no stranger to the cooperative model (as the author demonstrates), it is the…
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Fraud and the amendment of a section 34 application
In an important fallout of the Satyam controversy, the Supreme Court, earlier this month, reiterated the law on the amendment of section 34 applications, and also clarified the kinds of fraud that would justify the setting aside of arbitral awards on grounds of public policy. After the fraud perpetrated Mr. Raju, Venture Global sought to…
