[Neharika Chhabra and Gourav Kathuria are fourth-year B.A. LL.B (Hons.) students at NALSAR University of Law] On 22 March 2022, a division bench of the Bombay High Court in Invesco Developing Markets Fund v. Zee Entertainment Enterprises overturned the judgment of a single judge. It held that section 430 of the Companies Act (the ‘Act’) bars the High Court from adjudicating matters arising under...
The Dichotomy of Special Courts: Contrasting the Companies Act and the IBC
[Rhythm Buaria and Payal Chandra are advocates practicing before courts and tribunals in Delhi] Recently, a Single Judge of the Bombay High Court concluded, in Satyanarayan Bankatlal Malu v. Insolvency and Bankruptcy Board of India, that offences under the Insolvency and Bankruptcy Code, 2016 (“IBC”) can only be tried by the Metropolitan Magistrate or Judicial Magistrate First Class exercising...
Does ESG’s Success in India Threaten the CSR Regime?
[Divyanshu Sharma is a 3rd Year BALLB (Hons) Student at National Law University, Delhi] Corporate social responsibility (‘CSR’) and environmental, social and governance (‘ESG’) investment criteria are two concepts which predominantly affect the investment decisions of a socially oriented investor. According to the UNIDO, CSR is a management concept wherein companies integrate social and...
Separating Managing Director and Chairperson: An Economically Sound Decision by SEBI?
[Adhip Ray is a 5th year BA.LLB (Hons.) student at Amity Law School, Kolkata and is the founder of the startup consultancy WinSavvy.com and is a consultant for Patent Professional Corporation (Patent PC), an intellectual property law firm based out of California.] The Securities and Exchange Board of India (SEBI) had, in its March 2018 board meeting, approved an amendment to the Securities and...
A Comment on a Delhi High Court Ruling on Shareholder Derivative Actions
One of the age-old tenets of corporate law is the “proper plaintiff” rule laid down in the seminal case of Foss v Harbottle, (1843) 2 Hare 461. According to this rule, where a wrong has been done to a company, it is only the company and not an individual shareholder who may bring an action to seek redress. This represents a wholesome recognition of the separate legal personality of the company...
Bombay High Court Order in the Zee-Invesco Case: A Critical Analysis
Among the current wave of shareholder activism in Indian companies is the effort by Invesco, an investor in Zee Entertainment Enterprises Limited, to replace members of the board of directors of Zee, including to remove the company’s managing director and CEO. In September, Invesco, which holds 17.88% of Zee’s equity shares, requisitioned the board to call for an extraordinary general meeting...
Directors’ Liability and Climate Risk in India
Climate change has garnered significant attention given that it poses a serious challenge to sustainable development. No longer is it merely within the domain of voluntary conduct on the part of corporations. Instead, it is a material financial risk that corporations encounter, thereby imposing duties on the boards of directors of corporations to recognise and address climate risk. In “Directors’...
The Need for Standardizing Valuation Methods in Corporate Insolvency
[Saurabh Agnihotri is a 4th year BA. LLB student and Ayushi Mehta a 4th year BBA. LLB student at Gujarat National Law University] Under the Insolvency and Bankruptcy Code, 2016 (“IBC”), valuation of assets is one of the core features dealt with in a corporate insolvency resolution process (“CIRP”). The process of valuation conducted by registered “valuers” or valuation professionals helps...
Coverage of Future Misconduct under Oppression and Mismanagement
[Priya Garg is an Assistant Lecturer, OP Jindal Global University, Guest Faculty at NALSAR and Founding Trustee at The Corporate House and Saloni Kumari is a student research fellow at The Corporate House and law student at National Law University, Delhi] Recent corporate governance episodes have resulted in a greater invocation of the provisions under the Companies Act, 2013 (‘2013 Act’)...
To Compel or not to Compel: Extension of Arbitration Agreements to Non-Signatories
[Kushagra Jain and Vasundhara Sharan are 4th-year law students at Symbiosis Law School, Noida] The rapid globalization and growing institutionalization of international commercial disputes has led to a plethora of international and national laws, rules, and commentary. Reference to arbitration originates from the contours of the arbitration agreement and maintains privity of contract, consent by...
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