TagCorporate Governance

When a Rights Issue becomes Oppressive: A Look at Byju’s Recent Controversy

[Rituraj Singh Parmar and Priyam Indurkhya are 4th year B.A., LL.B. (Hons.) students at National Law Institute University, Bhopal] Think & Learn Private Limited, popularly known as Byju’s, has been facing several legal battles nationwide. In February 2024, the investors of Byju’s filed a petition for oppression and mismanagement with the National Company Law Tribunal, Bengaluru (“NCLT”). The...

Pitch It or Ditch It: Are Investor and Analyst Presentations Mandatory?

[Mythri Murali is a 5th year B.A., LL.B. (Business Law Hons.) student from National Law University, Jodhpur] Listed companies typically hold gatherings with analysts and investors after quarterly results or at least once a year to share information about their performance and future prospects. These meetings often include presentations, conference calls, group meetings, one-on-one interactions...

Board Effectiveness: Challenges and Opportunities

[Bharat Vasani is Senior Advisor – Corporate laws at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] It is the board’s responsibility to successfully run a company, as set out in terms of section 179 of the Companies Act, 2013 (“Act”). Hence, it is imperative that the boards function effectively to ensure that...

Indian Shareholder Activism: Approaching a Turning Point?

[Karan Anand and Bhaskar Vishwajeet are students at Jindal Global Law School]  The unsuccessful merger between Zee Entertainment Enterprises Limited (“ZEEL”) and Culver Max Entertainment Private Limited (“SPNI”) has reignited the debate on the status of shareholder activism in incomplete mergers in India. In the wake of the termination of the merger, some of SPNI’s institutional shareholders...

Foreign Direct Listing: Status of an Unlisted Public Company Post-Listing

[Sanyam Jha is a 4th year law student at West Bengal National University of Juridical Sciences, Kolkata] The transformation of India’s legal framework in terms of global fundraising opportunities for local enterprises represents a key step toward attracting foreign investment and boosting growth potential. Historically, Indian enterprises sought access to foreign cash through methods such...

Holding-Subsidiary Relationship: The Legal & Regulatory Architecture

[Bharat Vasani is Senior Advisor – Corporate Laws and Miloni Mau an Associate in the General Corporate Practice, both at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] As their businesses grow, companies operate through their subsidiaries for various reasons such as flexibility in operation of different units...

Business Judgment Rule: The Indian Context

[Bharat Vasani is Senior Advisor – Corporate laws at the Mumbai office of Cyril Amarchand Mangaldas. An earlier version of this post was published on the Cyril Amarchand Mangaldas Blog] The business judgment rule is a legal presumption evolved by Delaware courts. The presumption is that while making business decisions, directors of a company act in good faith, on an informed basis and in the...

SAT Ruling in the Zee Entertainment Case

In a ruling late last month, the Securities Appellate Tribunal (SAT) reversed an order of the chairperson of the Securities and Exchange Board of India (SEBI) dated August 14, 2023 in the case involving Zee Entertainment Enterprises Limited (ZEEL). The SEBI order had barred Mr. Punit Goenka from holding the position of director or key managerial personnel in ZEEL or other related companies. The...

SEBI Circular on ESG Disclosures of Value Chains: A Double-Edged Sword

[Avani Hegde and Praneel Panchagavi are 3rd year B.A., LL.B. (Hons.) students at Symbiosis Law School, Pune] The Securities and Exchange Board of India (SEBI) issued a circular on July 12, 2023 notifying the mandate for environmental, social, and governance (ESG) disclosures and assurance requirements for value chains of the top 250 listed entities by market capitalization from the financial year...

SEBI’s Reforms for REITs/InvITs: Assessing the Broader Corporate Governance Concerns

[Nikhil Javali is a 4th year B.B.A. LL.B. student at National Law University Odisha] As real estate investment trusts (‘REITs’) and infrastructure investment trusts (‘InvITs’) gain global recognition as a powerful investment vehicle, India is taking significant strides towards aligning its REIT/InvIT regulations with global best practices. Across the world, REITs have emerged as a dominant...

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