Tag: Disclosure Requirements

  • Compensation Arrangements between Private Equity and Company Management: Corporate Governance Issues

    [Posted by Umakanth Varottil] In its board meeting held on 23 October 2016, the Securities and Exchange Board of India (“SEBI”) highlighted the issue of compensation arrangements agreed to by private equity (“PE”) firms with the promoters, directors and key managerial personnel (collectively, the “management”) of investee companies that are listed on the stock exchange,…

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  • SAT on Merchant Bankers’ Obligation in a Public Offering

    [Posted by Umakanth Varottil] Background: History Repeats Itself The Securities and Exchange Board of India (“SEBI”) has in recent year initiated actions pertaining to the alleged lack of accurate disclosures in prospectuses issued by companies in public offerings of securities. One high profile case involved the initial public offering (“IPO”) of DLF Limited wherein SEBI…

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  • SEBI Adjudication Order: Disclosure of Encumbrances Over Shares

    [Posted by Umakanth Varottil] The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “SAST Regulations”) contains provisions in Reg. 31 that requires promoters of a company to disclose to the company and the stock exchanges the details of shares encumbered by them and also any invocation or release of encumbrance. The genesis of…

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  • It’s the “Material” Things That Matter: Disclosures under the New SEBI Regulations

    [Posted by Umakanth Varottil] [The following guest post is contributed by Yogesh Chande, Partner and Malek-ul-Ashtar Shipchandler, Associate, at Shardul Amarchand Mangaldas. Views expressed herein are personal and solely that of the authors. A related post by Somasekhar Sundaresan is available here.] Background The Securities and Exchange Board of India (“SEBI”) notified the SEBI (Listing…

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  • Materiality and Disclosure Under Clause 36 of the Listing Agreement

    [Posted by Umakanth Varottil] [The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] By an order passed earlier this month, an adjudicating officer of SEBI imposed a fine of Rs. 2 crores on New Delhi Television Ltd. (“NDTV”) for failure to promptly disclose material information to stock exchanges under clause…

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  • SAT Order in the DLF Case: Controlling SEBI’s Punitive Vehemence

    [Posted by Umakanth Varottil] [In an earlier post, I had offered some initial overview and commentary on the SAT Order in the DLF IPO Case. In the following post, Vinod Kothari offers another perspective that focus on certain specific aspects of the order and analyzes their impact on SEBI’s role as an enforcer of securities…

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  • SAT Order in the DLF IPO Case

    [Posted by Umakanth Varottil] As readers may recall, the adequacy of disclosures in the IPO prospectus pertaining to DLF Limited was called into question in a series of investigations by the Securities and Exchange Board of India (SEBI). The process culminated in SEBI passing an order on October 10, 2014 finding that the disclosures were…

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  • SEBI Reforms – Part 3: From Listing Agreement to Listing Regulations

    [Posted by Umakanth Varottil] In most jurisdictions, several aspects of corporate governance and disclosures for listed companies are regulated through stock exchange listing requirements. These apply only to listed companies, and they are enforced by the stock exchanges. Operating as conditions to continuous listing, one of the enforcement mechanisms used is the threat (sometimes carried…

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  • Disclosure of “Encumbrances” on Shares

    [Posted by Umakanth Varottil] Recently, the Securities Appellate Tribunal (SAT) had to deal with two separate situations pertaining to the disclosure of pledge or other encumbrance over shares. In an order discussed earlier today, the SAT found that the acquisition of shares by a public financial institution through the invocation of a pledge was required…

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  • Penalty for Late Disclosure of Shareholding

    [Posted by Umakanth Varottil] Last week, an adjudicating officer of SEBI issued an order imposing an aggregate penalty of Rs. 50 lakhs (Rs. 5 million) on certain promoter entities of Hindustan Unilever Limited (HUL) for delayed filing of disclosures regarding the shareholding of such entities under the SEBI takeover regulations. It came to SEBI’s notice…

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