Tag: International Developments
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Delaware Standard for Controlled Company Mergers
Delaware courts have long been considering disputes pertaining to mergers between companies and their controlling shareholders. Not only do such mergers involve related party transactions but they are also used as a means to squeeze out the minority shareholders of the target who are cashed out as part of the merger. In one of the…
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Rajat Gupta Insider Trading Case: Appellate Decision
Last week, the United States Court of Appeals for the Second Circuit issued its opinion in United States of America v. Rajat K. Gupta, in which it upheld all the findings of the district court convicting Rajat Gupta on various counts of securities fraud. Although several questions were raised in the appeal relating to the…
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Scope of a “Debenture”
The England and Wales Court of Appeal recently had occasion to consider the meaning and scope of the expression “debenture” in the context of a charge document. Consistent with some previous rulings of English Courts, the Court of Appeal provided a somewhat expansive definition of the expression “debenture” so as include within its fold a…
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Guest Post: Rights of MBS Bondholders Against the Company: Part 2
[The following post is contributed by Nidhi Bothra of Vinod Kothari & Company. The author may be contacted at nidhi@vinodkothari.com This is continuation of a previous post accessible here] Does a trust put complete cloak over the identity of beneficiaries? In the several rulings discussed in the preivous post, the privity of contract between the…
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Guest Post: Rights of MBS Bondholders against the Company: Part 1
[The following post is contributed by Nidhi Bothra of Vinod Kothari & Company. The author may be contacted at nidhi@vinodkothari.com] 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…
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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 interpreted…
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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…
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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 vinod@vinodkothari.com] 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…
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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…
