Tag: International Developments
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Regulating Equity Exposure Offshore Derivative Instruments: A Substance Over Form Imperative for SEBI
[Mustafa Rajkotwala and Shamik Datta are lawyers based in Mumbai] Tracker shares and total return swaps (“TRSs”) are sophisticated financial instruments that allow foreign investors to synthetically replicate exposure to Indian equity markets. These instruments have gained prominence as alternatives to traditional participatory notes (“P-notes”), offering similar economic outcomes while circumventing scrutiny under SEBI’s offshore derivative instruments (“ODI”)…
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Enforceability of a Term Sheet: Delhi High Court in OYO vs Zostel Hospitality
[Arjim Jain and Shruti Asati are 5th Year B.A., LL.B. (Hons.) students at National Law University, Odisha] In commercial transactions, especially those involving mergers, acquisitions, and venture capital funding, a “term sheet” plays a pivotal role in outlining the contours of the intended arrangement. While these documents often mark a significant milestone in negotiations, their legal enforceability remains a…
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Breaking Down Break Fees: Regulatory Trends and Legal Perspectives on Deal Protections in M&A
[Arjim Jain and Shruti Asati are 5th Year B.A., LL.B. (Hons.) students at National Law University, Odisha] On May 5, 2025, Singapore’s Securities Industry Council (“SIC”) released a consultation paper proposing significant amendments to the Singapore Code on Takeovers and Mergers, with a sharp focus on regulating deal protection measures—especially break fees. The proposal seeks to generally prohibit break fees unless…
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Not So Enka-dible: Why the Indian Supreme Court Must Rethink the Law Governing Arbitration Agreements
[Akash Kumar Surya is a IV year student at the National Law School of India University, Bengaluru] When parties agree to resolve disputes through arbitration, three distinct laws typically come into play: the lex contractus (governing the rights and obligations under the contract), the law governing the validity and interpretation of the arbitration agreement (LGAA), and the lex arbitri (governing the…