Tag: Directors
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Ascertaining Legal Ramifications of Compensation Agreements – Part I (Common Law Approach)
[Posted by Umakanth Varottil] Normal 0 false false false EN-US X-NONE X-NONE /* Style Definitions */ table.MsoNormalTable {mso-style-name:”Table Normal”; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-parent:””; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin-top:0in; mso-para-margin-right:0in; mso-para-margin-bottom:8.0pt; mso-para-margin-left:0in; line-height:107%; mso-pagination:widow-orphan; font-size:11.0pt; font-family:Calibri; mso-ascii-font-family:Calibri; mso-ascii-theme-font:minor-latin; mso-hansi-font-family:Calibri; mso-hansi-theme-font:minor-latin;} [The following post, the first in a series, is contributed by Rahul Sibal, a third…
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SEBI Elaborates on Board Evaluation
[Posted by Umakanth Varottil] Along with the considerable enhancement in the duties and responsibilities of boards of directors of Indian companies that was occasioned due to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there has been a considerable emphasis on board evaluation as a measure of not only…
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Tata Group Companies: “Long-Term Interests” the Key Touchstone
[Posted by Umakanth Varottil] The episode surrounding the Tata Group has taken further twists and turns. After several Tata Group companies expressed their support in favour of Mr. Mistry, who continues to be chairman of several of those companies, one company – Tata Global Beverages – adopted a different stance. In a board meeting held…
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Paper on Directors’ Duties and Stakeholder Interests
[Posted by Umakanth Varottil] 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…
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Delhi High Court on Directors’ Duties and Derivative Actions
[Posted by Umakanth Varottil] 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…
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Board of Directors’ Reliance on Legal Advisers
[Posted by Umakanth Varottil] 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:…
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Gender Diversity on Corporate Boards in India
[Posted by Umakanth Varottil] 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…
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Bombay High Court on Enforcing Articles and Board Nomination Rights
[Posted by Umakanth Varottil] 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…
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Disqualification of Directors: A Dichotomy in the Companies Act, 2013
[Posted by Umakanth Varottil] [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…
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A Radical Idea for Restructuring Corporate Boards
[Posted by Umakanth Varottil] 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…