[The following post is contributed by Nidhi Bothra of Vinod Kothari & Company. The author may be contacted at [email protected]] The financial crisis of 2007-08 led to several failed securitization transactions and brought in a storm of litigation in structured products.[1] Post the crisis, several bondholders sued the originators alleging misrepresentations on the quality of loans...
Miscellaneous
1. RBI Circular on Options We had carried two guest posts (here and here) on RBI’s notification dated 9 January 2014 relating to options and convertible instruments. This notification has generated a great deal of debate and its precise scope and contours are still being carefully ascertained. For a flavour of the further debate, the following...
Representations & Warranties: Limitation Period
The documentation package containing representations and warranties, covenants and indemnities are quite common in corporate transactions involving Indian companies, particularly those pertaining to acquisitions, investments and corporate finance. However, despite their popularity, they have not been the subject matter of judicial consideration so as to provide some guidance as to how they may be...
The Legalities of Bitcoin
The phenomenon of Bitcoin has taken the financial world by storm. A form of currency, although it came into existence only in 2009, it has increased exponentially both in usage and value. It has been said that the value of Bitcoin has appreciated by a whopping 5,000% in less than a year. This form of currency has gained momentum in India as well, as this report in the Mint suggests. US Court...
Guest Post: Corporate Governance Disputes & Liability of Professionals and Non-Executive Directors
[The following is a guest post from Vinod Kothari of Vinod Kothari & Co. He can be contacted at [email protected]] The trail of litigation in Newcastle International Airport Limited vs. Eversheds LLP [2013] EWCA Civ 1514 , decided by the Court of Appeal on 28 November 2013, may be interesting for more than reason. One is quite obvious – a litigation that might have cost the plaintiff...
Alternative Business Forms
The current issue of the Economist has two interesting pieces (here and here) detailing forms of business that are acquiring prominence in the US markets and posing a challenge to the dominance of corporations (or companies) as the main form of business vehicle. Referring to this phenomenon as “distorporation”, it primarily alludes to the master limited partnership (MLP). The details are...
Directors’ Right to Information
Earlier this month, the Delaware Chancery Court ruled on the extent to which a director of a company can seek to obtain information from the company in order to discharge applicable duties. In Kalisman v. Friedman, the court was concerned whether Jason Kalisman, a director of Morgans Hotel Group Co., was entitled to certain information regarding the company. Kalisman was a representative of OTK...
Interpreting Reps and Warranties in M&A Deals
Although clauses such as representations and warranties have become quite ubiquitous in M&A transactions involving sale and purchase of assets, business or shares, there has hardly been any litigation in India involving the technicalities of such representations and warranties. The reps and warranties also constitute some of the major sticking points in negotiations that take up a substantial...
Delaware Court on Going Private Transactions
Transactions such as mergers between a company and its controlling shareholders are subject to close scrutiny by courts. Such transactions give rise to conflict of interest as they are carried out between related parties and therefore require close supervision. Moreover, mergers with controlling shareholders may also be utilised to force out minority shareholders of a company if the non...
Miscellaneous
1. Exemption from Takeover Regulations for Gift of Shares to Family Trust SEBI has granted an exemption to an acquirer from making an open offer under the SEBI Takeover Regulations in the case involving Gujarat Organics Limited (the company). In that case, the promoter Mr. Ashwin S. Dani, owns 71.15% shares in the company, and proposes to transfer...
Recent Comments