Tag: Corporate Governance

  • Gender Diversity on Corporate Boards: The Need to Move Beyond Rhetoric

    Over the last few days, the financial press has been abuzz with the efforts of listed companies in India to recruit at least one woman director on their board in order to comply with the requirement under clause 49 of the listing agreement that takes effect today. This requirement also emanates from the Companies Act,…

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  • Rule Change for E-Voting

    [The following guest post is contributed by Nidhi Bothra and Vinita Nair, Vinod Kothari & Co, Corporate Law Services Group. The authors can be contacted at nidhi@vinodkothari.com and vinita@vinodkothari.com respectively] Under the erstwhile system of holding general meetings, the resolutions were put to vote by way of show of hands or a poll could be…

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  • East India Company and Modern Corporations

    William Dalrymple has an interesting piece in the Guardian that compares the East India Company (EIC) with modern corporations. He seeks to demonstrate that some of the factors that perpetuated the EIC’s dominance in the corporate and political world for several centuries are found in modern corporations as well, albeit in more measured terms. The…

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  • The State of Shareholder Activism

    The latest issue of the Economist carries two pieces (here and here) arguing about the importance of shareholder activism as a means to enhance the management and governance of companies. The magazine appears to extol the virtues of activism in the current economic environment, although some might dispute whether activist investors have had as much…

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  • Briefing on Related Party Transactions

    The NSE Centre for Excellence in Corporate Governance has published its quarterly briefing on “Related Party Transactions”, which has been authored by Professor Vikramaditya Khanna. The executive summary is as follows: – Related Party Transactions (RPTs) are a topic of increasing interest around the world, especially as some of them have been associated with quite…

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  • Disqualification of Directors: A Dichotomy in the Companies Act, 2013

    [The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Company. She can be contacted at nivedita@vinodkothari.com] In case a director were to incur disqualification under section 164(2) of the Companies Act, 2013 (the “Act, 2013”), then such director shall not be eligible to be re-appointed as a…

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  • Proposed Amendments to the Companies Act, 2013

    It has been just a year since certain provisions of the Companies Act, 2013 (the 2013 Act) were brought into force, and the Government has already yielded to pressure from industry to address some concerns within the legislation. The Union Cabinet has approved the introduction of the Companies (Amendment) Bill, 2014 in Parliament. At the…

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  • SEBI’s Proposal for a Dividend Policy

    Last week, media reports indicated that SEBI is considering imposing a requirement on listed companies to come out with a dividend policy that will compel (or at least nudge) profitable cash-rich companies to distribute their profits to shareholders. The introduction of more stringent requirements on companies to state their dividend policies will introduce a great…

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  • SEBI Reforms – Part 3: From Listing Agreement to Listing Regulations

    In most jurisdictions, several aspects of corporate governance and disclosures for listed companies are regulated through stock exchange listing requirements. These apply only to listed companies, and they are enforced by the stock exchanges. Operating as conditions to continuous listing, one of the enforcement mechanisms used is the threat (sometimes carried out) of delisting the…

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  • Disclosure of “Encumbrances” on Shares

    Recently, the Securities Appellate Tribunal (SAT) had to deal with two separate situations pertaining to the disclosure of pledge or other encumbrance over shares. In an order discussed earlier today, the SAT found that the acquisition of shares by a public financial institution through the invocation of a pledge was required to be disclosed in…

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