The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Directors’ Duties and Liabilities in the New Era”. The executive summary is as follows: – Since directors and the board play a pivotal role in corporate governance, the law foists duties and liabilities on them; – The Companies Act, 2013 has brought about a paradigm shift...
Enhanced Disclosure of Mutual Fund Voting Policies
Generally, shareholders of a company may exercise their voting rights in any manner in which they deem fit. They are not even obliged to exercise their corporate franchise and may instead choose to abstain rom attending and voting at company meetings. This legal position may engender passivity and shareholder apathy, which have been prevalent in Indian companies for several decades. While law or...
Guest Post: Directorship in a Company: Cap of Thorns
[The following post is contributed by Nidhi Bothra and Abhirup Ghosh at Vinod Kothari & Co. They can be contacted at [email protected] and [email protected] respectively] The Companies Act, 2013 (CA, 2013) brings about a sea change in the way the charter guiding corporate India will look like. The existing Act of 1956 has been the guiding force for nearly 60 years now but the...
An Instance of Shareholder Activism
A lot has already been said about shareholder activism in India, and how the concept has acquired a strong footing more recently. Shareholder activism may take on different forms. Shareholders may simply dump the stock of companies they believe are not being governed in the desired manner to protect investors (a.k.a. the “Wall Street walk”). They may engage with managements to influence decision...
Guest Post: Corporate Governance Disputes & Liability of Professionals and Non-Executive Directors
[The following is a guest post from Vinod Kothari of Vinod Kothari & Co. He can be contacted at [email protected]] The trail of litigation in Newcastle International Airport Limited vs. Eversheds LLP [2013] EWCA Civ 1514 , decided by the Court of Appeal on 28 November 2013, may be interesting for more than reason. One is quite obvious – a litigation that might have cost the plaintiff...
Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 2
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at [email protected]. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog. This is a continuation from the previous post in this series] Precedents...
Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 1
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at [email protected]. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog] The OECD in its report titled “Guide on Fighting Abusive Related Party...
Companies Act, 2013: Additional Disclosures in Notices of Meetings
[The following post is contributed by Nidhi Ladha, who is a junior partner at Vinod Kothari & Co. She can be reached at [email protected]] The Companies Act, 2013 (the Act) has already been enacted as Act no. 18 of 2013 after obtaining the assent of the President on August 29, 2013. The Ministry of Corporate Affairs (MCA) has placed on its website the draft rules for public comments...
Analysis of the Companies Act, 2013
In due course, we propose to analyze various provisions of the Companies Act, 2013. In this behalf, Mihir has recently commented upon the class action mechanism stipulated in the legislation. As for previous analyses of the provisions (as they were contained in the Companies Bill, 2011), please see the following earlier posts on the Blog: 1. ...
Delaware Court on Going Private Transactions
Transactions such as mergers between a company and its controlling shareholders are subject to close scrutiny by courts. Such transactions give rise to conflict of interest as they are carried out between related parties and therefore require close supervision. Moreover, mergers with controlling shareholders may also be utilised to force out minority shareholders of a company if the non...
Recent Comments