Tag: Corporate Governance
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Scope of Appeals against SEBI’s Disposal of Investor Complaints
The Securities and Exchange Board of India (SEBI) has established the “SEBI Complaints Redress System” (SCORES) for receiving investor complaints in respect of listed companies, collective investment schemes and other SEBI-regulated entities. The question of whether an appeal lies from SEBI’s disposal of an investor complaint through SCORES came up for consideration before the Securities…
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The Foibles of a Databank and Proficiency Test for Independent Directors
There is no gainsaying that board independence has come to assume a pivotal position in corporate governance. Although it continues to receive constant criticism on account its ineffectiveness, no one musters the courage to banish it or even diminish its importance. While the concept of independent directors only gradually received the required attention and seriousness…
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SEBI Committee on Regulating Proxy Advisors
Over the last decade, India has witnessed considerable shareholder activism in that shareholders, particularly institutions, have become more active in exercising their corporate franchise. Proxy advisory firms have formed an integral part of this movement, as they provide advice to both institutional and individual shareholders on how they may exercise votes at shareholder meetings of…
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Shareholding Patterns and Director’s Duty of Loyalty: Comparative Analysis of India and the US
[Ishani Mookherjee is a 3rd year B.A. LLB (Hons.) student at Jindal Global Law School] The Delaware Supreme Court, in Cede v. Technicolor Inc., examined the applicability of the business judgment rule in the United States (US). For a business decision to be protected by this rule, two conditions have to be satisfied – the duty…
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SEBI’s DVRs Framework: How Will the Indian Market React to a Super Voting Stock Structure?
[Sarthak Sharma and Aabha Dixit are 3rd year and 4th year students respectively at Hidayatullah National Law University, Raipur] The Securities and Exchange Board of India (SEBI) on 27 June 2019, after much deliberation, approved the issuance of shares with differential voting rights (DVRs) and issued a framework governing issuance and listing of shares with…
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Lessons from L&T’s Takeover of Mindtree: Can Differential Voting Rights Aid Promoters in Peril?
[Rongeet Poddar is a final year B.A. LLB (Hons.) student at West Bengal National University of Juridical Sciences] A hostile takeover is a rare occurrence in the Indian market because of the stringent control of promoter-families over companies and concentrated shareholding patterns in India. L&T’s hostile takeoever of IT services firm Mindtree however is an…
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The Enforceability of Investor Rights in Indian Private Equity
[Arjya B. Majumdar is an Associate Professor at Jindal Global Law School] Globally, private equity (PE) and venture capital funds are among the primary factors supporting entrepreneurship and furthering growth in companies. These investments are ordinarily made in exchange against some form of minority shareholding in the investee company, such as equity shares or convertible…
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The Binani Cements Case: Internal Governance at the Stage of Insolvency Resolution
[Priya Garg is a 5th year student at West Bengal National University of Juridical Sciences (WBNUJS), Kolkata] In this post, I view the Binani Cement case from the lens of an organisational governance enthusiast. I thereby highlight the lacuna that exist under the Insolvency and Bankruptcy Code, 2016 (IBC) towards ensuring that good internal governance practices are…
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Recent Developments Pertaining to Independent Directors
Professor Bala N. Balasubramanian has authored the latest edition of the NSE Quarterly Briefing titled “Caution: Independent Directors – Hairpin Turns Ahead!”. The abstract/introduction is as follows: The institution of Independent Directors (D), heralded as a virtual panacea for all governance ills, nearly three decades ago in the UK’s Cadbury prescriptions, is now almost universally…
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Supreme Court Enhances Information Rights of Directors in Insolvency Process
In Vijay Kumar Jain v. Standard Chartered Bank (decided on 31 January 2019), the Supreme Court was concerned with the question whether under the Insolvency and Bankruptcy Code, 2016 the resolution professional is obligated to provide to members of the suspended board of directors all relevant documents pertaining to the corporate insolvency resolution process, including…
