[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...
Shareholder Activism Enters the Boardroom
Over the last month or so, an interesting debate has surfaced that takes shareholder activism to the next level. As the Deal Professor column notes, two hedge funds have initiated proposals whereby they have promised to pay their nominees, if elected to the board of the investee company, director compensation linked to the profitability of the company as if they were executives. The promised...
Theorizing Companies and Shareholder Interests
The two previous issues of the Economist magazine cover different aspects of the functioning of companies and the impact they have on shareholder value and other aspects of society. One set of issues (discussed here and here) deals with the increase in activism among shareholders. While activist shareholders are making their impact felt in companies around the world, there is a question regarding...
Budget 2013: Taxation as a Solution to a Governance Problem
A couple of months ago, we had discussed the corporate governance issues that emerge when Indian subsidiaries of multinational companies pay substantial amounts to their parents in royalty. While we will have a chance to discuss the taxation issues in the Budget in greater detail, the proposal to increase taxation on such royalty payments stands out. The Finance Minister’s speech notes: 147...
Dismissal of Suit Against Satyam Directors
Last week, there was coverage in the financial press about the dismissal of a securities law suit by a New York court against the independent directors of Satyam. Now, a copy of the order dated January 2, 2013 issued by Judge Barbara Jones of the Southern District of New York is available through D&O Diary, which also carries a detailed analysis of the opinion. The shareholder suits failed on...
Recent Comments