Tag: International Developments
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Shareholders Agreements: Clauses and Enforceability
Shareholders agreements are contracts among shareholders of a company (to which the company is also usually a party) that confer rights and impose obligations over and above those provided by company law. The agreements provide for matters such as restrictions on transfer of shares (right of first refusal, right of first offer), forced transfers of
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A Season For Insider Trading Probes
… in the U.S. (involving the hedge fund industry), … as well as in India (involving certain large financial institutions and companies) arising out of the so-called loan scam. The larger question is whether (and how) the investigations would be pursued to their logical conclusion resulting in effective enforcement of the regulations, which is never
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The Currency Conundrum
The financial press has been abuzz with discussions and commentaries on the recently initiated “currency war”. While much of the discussion is deeply embedded in macro-economics, the Critical Twenties blog has a useful overview of the tricky issues involved and their possible impact on the Indian economy, written in a manner that is palatable to
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UK Court of Appeal holds that legal professional privilege reserved for lawyers
In the matter of Prudential PLC and Prudential (Gibraltar) Limited v Special Commissioner of Income Tax and Philip Pandolfo (HM Inspector of Taxes), the UK Court of Appeal has unanimously confirmed that legal professional privilege (LPP) does not apply to any other professional except qualified lawyers – solicitors, barristers and “appropriately qualified” foreign lawyers. Prudential
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ECJ on In-house Lawyers and Legal Privilege
On September 14, 2010, the European Court of Justice (ECJ) issued its judgment in the case of Akzo Nobel and Akcros Chemicals on the question whether communication with in-house lawyers is protected by legal professional privilege. The case involved an investigation by European Commission authorities of possible anti-competitive practices wherein officials took copies of a
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Confidentiality = Non-compete?
In India, there is a fair amount of debate regarding the enforceability of non-compete agreements given Section 27 of the Contract Act that invalidates contracts in restraint of trade. Recent developments in California may throw some further light on the issue. Oracle’s appointment of former HP-CEO Mark Hurd has given rise to litigation by HP.
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Nomination of Directors by Shareholders
Earlier this week, the U.S. Securities and Exchange Commission (SEC) adopted the much anticipated proxy access rule which allows shareholders to nominate candidates for directorship. The essence of the new rules is as follows: The new rules require companies to include the nominees of significant, long-term shareholders in their proxy materials, alongside the nominees of
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The United States Supreme Court on the ‘Principal Place of Business’
Two earlier posts had discussed the issue and the oral arguments before the United States Supreme Court in Hertz Corp. v. Friend. Earlier this year, the Court delivered a unanimous verdict, holding that the ‘principal place of business’ of a corporation is its ‘nerve centre’, i.e. the headquarters of the corporation. As discussed earlier, the
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Extra-Territoriality of U.S. Securities Laws
Given the robust nature of the class action mechanism in the U.S., it is hardly surprising that plaintiffs rush to initiate legal actions before the U.S. courts even in relation to foreign companies that have issued securities listed on non-U.S. stock exchanges. U.S. courts have been left to combat with what are known as “foreign-cubed”
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Trends in Private Equity Investment Structures
1. A report in the Mint demonstrates the popularity of convertible instruments over plain-vanilla equity when it comes to investments by private equity firms. 2. A post on New York Times’ Deal Professor Blog discusses trends in contractual structures for private equity investments from a broader perspective in the wake of the financial crisis. Most
