In May 2012, we had discussed the case of Martin Marietta wherein a confidentiality agreement was enforced in the context of an M&A transaction. Now, a California court has similarly enforced a confidentiality agreement in the case of Depomed, Inc. v. Horizon Pharma, PLC (accessed via the website of Wachtell, Lipton, Rosen & Katz). The facts of the case are summarized in the ruling:...
Changing Nature of the Corporation
The latest issue of the Economist carries two columns (here and here) that analyze the significant changes that have occurred in the nature of the modern corporation, particularly with respect to ownership. This is an addition to an earlier column in September. These columns highlight the more recent developments relating to the nature of the corporation, and question whether the diffused...
The Growth of Unsponsored American Depository Receipts of Indian Companies
[The following guest post is contributed by Dhanush. M, a 5th year student at the Jindal Global Law School] On October 10, 2008, amendments to section 12g3-2(b) of the Securities Exchange Act of 1934 became effective. The amendment allowed a foreign private issuer to have its equity securities traded in the U.S. over-the-counter market without registration under Section 12(g) of the...
US Court Rules on the AIG Rescue
During the global financial crisis that was triggered by subprime mortgages, the US Government engaged in rescuing several banks and financial companies. Through nationalization, the Government even acquired ownership and control over several of them.[1] One such was AIG. In that case however, a large shareholder of AIG mounted a legal challenge to the terms of the Government bail out package...
Duty of a Crowdfund Campaigner towards Contributors
[The following post is contributed by Nikunj Agarwal, a 3rd year, B.A. LL.B. (Hons.) student at RML National Law University, and Arjun Agarwal, a 2nd year, B.A. LL.B. (Hons.) at W.B. National University of Juridical Sciences. They may be contacted at [email protected]. This post discusses the first legal proceeding by the Federal Trade Commission of United States with reference to...
Analysing the KBR Case through Indian Corporate Law
[The following guest post is contributed by Suprotik Das, a 3rd year law student at the Jindal Global Law School, Sonepat, Haryana. This is a follow-up to a previous post “Whistleblowing and Confidentiality Agreements”.] KBR, a US company, required employees and former employees to sign confidentiality agreements when they were being interviewed for internal compliance issues with...
Capital Raising Prospects for Startups: India and US Compared
[The following guest post is contributed by Surya Kumar Gheda, a final year law student. The author can be contacted at [email protected]] Last week, two capital market regulators, the Securities Exchange Commission (SEC) in the United States (US) and the Securities Exchange Board of India (SEBI), have announced frameworks to enable startups to obtain easy access to capital through the...
Whistleblowing and Confidentiality Agreements
Earlier this week, the US Securities and Exchange Commission (SEC) issued a settlement order in a case involving a company that required its employees to sign a confidentiality agreement when they were interviewed in internal investigations for allegations of potential violations of federal securities laws. The SEC decried the use of such confidentiality agreements as militating against laws that...
Notice Clause: “On or as soon as reasonably practicable”
Although it is customary to use various expressions in modern commercial agreements, very few such agreements have been the subject matter of interpretation before Indian courts. Hence, it is essential to draw inspiration from jurisprudence being developed elsewhere. One such development relates to a decision rendered by the English High Court in December 2014 in Goldman Sachs International v...
Regulating the Crowdfunding Intermediary: The Funding Portals
[The following guest post is contributed by Nikunj Agarwal, who is a 3rd year student pursuing the B. A. LL.B. (Hons.) course at RML National Law University, Lucknow. He can be contacted at [email protected]. In this post, the author considers the regulation of a specific type of intermediary involved in crowdfunding, viz. the funding portals. This follows a previous guest post on a related...
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