Tag: Directors
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Paper on Directors’ Duties and Stakeholder Interests
Mihir Naniwadekar and I have a working paper on SSRN titled “The Stakeholder Approach Towards Directors’ Duties Under Indian Company Law: A Comparative Analysis”, the abstract of which is as follows: Recognizing that common law does not cast any general duty upon directors towards non-shareholder constituencies, legislatures have sought to formulate a tolerable solution to
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Delhi High Court on Directors’ Duties and Derivative Actions
It is not very often that we witness cases in India relating to intrinsic company law issues such as breaches of directors’ duties and shareholder remedies through derivative actions. However, questions of directors’ duties have been brought to the fore following the Companies Act, 2013 as they have been codified in the legislation. Derivative action,
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Board of Directors’ Reliance on Legal Advisers
The question of whether, and to what extent, the board of directors of a company can rely upon the advise of the legal advisers of the company came up for consideration before a division bench of the Rajasthan High Court in Rajasthan Urban Co-operative Bank Ltd. v. Ajay Kumar Katewa (hat-tip: LiveLaw, once again). In
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Gender Diversity on Corporate Boards in India
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Gender Diversity on Boards”, which has been authored by N. Balasubramanian and Nirmal Mohanty. The executive summary is as follows: • Having women on corporate boards is a diversity measure justified on the basis of both social equity
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Bombay High Court on Enforcing Articles and Board Nomination Rights
The last few years have witnessed a dispute between two families that relate to the right to nominate directors to the board of Yes Bank. Earlier this week, the Bombay High Court issued its judgment in Madhu Kapur & Ors. v. Rana Kapoor & Ors., which seeks to resolve the dispute – at least temporarily
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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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A Radical Idea for Restructuring Corporate Boards
Last week’s Schumpeter column in the Economist carries a provocative idea that involves a complete relook at the way boards of companies are structured and operated. It borrows a proposal from an article titled “Boards-R-Us: Reconceptualizing Corporate Boards” authored by two leading US corporate law academics. The column summarizes the proposal as follows: In the
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Guest Post: Removal of Directors – The Necessary Numbers
[The author is an Advocate at the Bombay High Court, and can be contacted at c.gajaria@outlook.com] Under the Companies Act, 1956 (“1956 Act”), it was settled law that a resolution proposing the removal of a director before expiry of his period of office under s. 284 of the 1956 Act would have to satisfy the numerical
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Director Liability Under the New Regime
Types of Liability Being fiduciaries, directors are exposed to liabilities as a consequence of a breach of their duties. While liabilities may arise under various statutes, the focus here is on liabilities arising under company law. The first set of liabilities is statutory in nature, being specifically set forth in the Companies Act, 2013 (the
