The OECD has just published its OECD Survey of Corporate Governance Frameworks in Asia. Covering 14 different economies in Asia, the Survey covers various aspects of corporate governance from ownership structures, regulatory issues, board matters, shareholder rights, and the like that are prominent in relation to corporate governance of companies in those countries. The key is that in most of...
Delaware Supreme Court on Board Independence
Issues of board independence, and particularly the position and role of independent directors, have resurfaced to the fore in India in recent months. Given this scenario, it may be useful to consider developments relating to board independence occurring elsewhere. Here, a ruling last month from the Delaware Supreme Court on the determination of board independence would be of interest. In Thomas...
US Supreme Court Clarifies Tippee Liability in Insider Trading
The law on insider trading has received considerable attention in the United States (US) in recent years. At the same time, the law in the US is quite narrow compared to most other jurisdictions because liability for insider trading arises only if the person trading owes a fiduciary duty to the company and its shareholders, which has subsequently been extended to a duty owed to the source of the...
The Need for Cyber Security Due Diligence in M&A Transactions
[The following post is contributed by Prajoy Dutta, a third year B.A.,LL.B (Hons.) student at Institute of Law, Nirma University, Ahmedabad and Srinivas Raman, a fourth year B.A.,LL.B (Business Law Hons.) student at National Law University, Jodhpur] Introduction In the rapidly expanding mergers and acquisitions (“M&A”) environment, companies often overlook the finer aspects of due diligence...
A Tricky Game: The Legality of Fantasy Trading in India
[In this post, Sumit Agrawal, Partner and Surbhi Purohit, Associate from Suvan Law Advisors write about the increasing trend of stock market virtual games, apps and websites and how regulators may look at it. They can be reached at [email protected].] Background In recent times, the online stock trading apps and games have stirred up some controversy in the otherwise efficiently regulated realm...
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 what they perceive as a...
The State in Business and the Business of Regulation
[The following post is contributed by Bhargavi Zaveri, who is with the National Institute of Public Finance and Policy, New Delhi. She can be contacted at [email protected].] The public shareholders of a listed public sector bank were reportedly denied e-voting facilities at an extra-ordinary general meeting held in January 2016. In 2008, a state assembly passed a law unilaterally...
Due Diligence in Corporate Transactions and Insider Trading Laws
In corporate transactions involving shares of listed companies, the ability to conduct a detailed due diligence is constrained by laws that regulate insider trading. In a paper titled “Due Diligence in Share Acquisitions: Navigating the Insider Trading Regime”, I seek to examine this issue in detail. The abstract of the paper is as follows: The goal of this paper is to unpack the underlying...
Delaware Court on the Question of “Control”
We have been debating on this Blog (here, here and here) the concept of “control” in a company in the light of the Securities and Exchange Board of India’s (SEBI’s) consultation process that is currently underway. In this context, it would be useful to consider developments from elsewhere that may be instructive. This post considers a recent decision of the Delaware Chancery Court that called...
Winding-Up of a Foreign Company: Lessons from Hong Kong
[The following guest post is contributed by Suprotik Das, a 4th year law student at the Jindal Global Law School, Sonepat, Haryana.] This post seeks to address some developments with regard to the winding up of foreign companies and multiple derivative actions. On November 11, 2015, the Hong Kong Court of Final Appeal handed down a landmark decision in the case of Kam Leung Sui Kwan v...
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