[Shubham Sancheti is a 4th year B.A., LL.B. (Hons.) student at NALSAR University of Law in Hyderabad] The Securities and Exchange Board of India (“SEBI”) recently availed an opportunity to interpret regulation 37(6) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). It provided an interesting yet contestable interpretation of the regulation...
Analysis of the Material Adverse Change Clause in the Indian Context
[Guest post by Tushit Mishra, who is a Third Year Student at NALSAR University of Law] Introduction The economic viability of an agreement in securities transactions is subject to a wide range of factors, due to which agreements concerning mergers and acquisitions (M&A) are constantly under a cloud of uncertainty. The past realization of such uncertainty with regards to risk mitigation and...
Legal Rights and the Vicissitudes of a “Comma”
“For want of a comma, we have this case”: thus began a judgment of the United States Court of Appeals For the First Circuit rendered earlier this week in O’Connor v. Oakhurst Dairy. The punctuation mark in question was more specifically the “Oxford comma”, which has been referred to as “an optional comma before the word ‘and’ at the end of a list”. This case involved a law enacted in...
‘Second Instance’ Arbitration: Centrotrade Minerals
In an important decision, the Supreme Court has recently held that the Indian Arbitration and Conciliation Act 1996 (‘the 1996 Act’) does not prohibit the parties from entering into an arbitration agreement that provides for an appeal from the first award to a second arbitral tribunal constituted under that agreement. The decision, however, also gives rise to further questions—not all of which...
What is a Foreign Company Under the Companies Act?
[This guest post is contributed by Ananya Banerjee, who is a Fifth year B.A.LLB(H) Student, Department of Law, University of Calcutta. The post relates to an interpretation of certain provisions of the Companies Act, 2013, and represents the view of the author, which have been backed up by arguments and reasoning. The possibility of alternative views and interpretation cannot be ruled out] This...
Understanding the date of applicability of Secretarial Standards
[The following guest post is contributed by Nivedita Shankar, Senior Associate, Corporate Law Services Division. She can be contacted at [email protected]] The Institute of Company Secretaries of India (‘ICSI’) on May 12, 2015 issued a clarification to state that SS-1 and SS-2 will apply to all such board meetings and general meetings in respect of which notices are ‘issued’ on or after...
Revival of Sick Units Takes Precedence Over Loan Recovery
[The following post is contributed by Prachi Narayan of Vinod Kothari & Company. She can be contacted at [email protected]] The Supreme Court in its judgment in the case of KSL Industries Ltd vs. Arihant Threads Ltd on October 27, 2014 finally settled the position of law over the vexed issue of precedence of two special enactments, the Sick Industrial Companies (Special Provisions)...
Unenforceable Agreements and Credit Rating Agencies
A striking feature of the credit market over the past decade or more is the growing importance of credit rating: its significance for an applicant in urgent need of credit for his business cannot be overstated. This has given rise to some difficult legal problems: an obvious one is the liability of a credit rating agency (‘CRA’) for negligent entries. Another is whether a CRA is entitled to take...
Codification of Directors’ Duties: Is Common Law Excluded?
Background Hitherto, directors had negligible guidance under company law as regards their duties and liabilities. The preexisting Companies Act, 1956 (the 1956 Act) did not explicitly stipulate directors’ duties, which made it necessary to fall back on common law principles (to be articulated by courts while delivering specific decisions). The statutory uncertainty was compounded by the absence...
The Meaning of ‘Plant and Machinery’ for the Purposes of Capital Gains
The National Gallery describes Sir Joshua Reynolds as the “leading English portraitist of the 18th century” and expert “in the work of Rembrandt, Rubens and van Dyck”. Improbably, the sale of one of his great paintings, the Omai of the Friendly Isles, recently gave rise to an interesting question of income tax law that has also troubled the Indian courts: what precisely does ‘plant and...
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