TagMergers and Acquisitions

Liquidation Sale as a Going Concern

[Vinod Kothari is an insolvency practitioner] ] The amendments introduced on 28 March 2018 to the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (the “Regulations”) have made a seemingly small change to regulation 33 of the Regulations, permitting the liquidator to sell the “corporate debtor as a going concern”. This seemingly minor amendment is obviously...

A Curious Case of ‘Public Interest’ in Indian Corporate Law

[Abhijeet Singh Rawaley is a Bar Council of India Trust Scholar and a III Year B.A., LL.B. (Hons.) Candidate at NALSAR, Hyderabad With inputs from Shreenath A. Khemka, a King’s Law Scholar pursuing an LLM at the University of Cambridge] This post comments on section 396 of the [Indian] Companies Act, 1956 (carried forward as section 237 in the Companies Act, 2013). The comment critiques the...

NCLAT on Public Interest in an Amalgamation Scheme

[Jai Bajpai is a 3rd year student at School of Legal Studies, University of Petroleum and Energy Studies, Dehradun] Introduction The element of public interest in amalgamation schemes has remained a fairly unexplored territory in the Indian corporate law regime. In essence, an amalgamation scheme ought to be beneficial to each and every class of shareholders and creditors and also in public...

Exemptions to Wholly Owned Subsidiaries: Do they Call for a Revision?

[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...

Can a Company ‘Selectively’ Reduce its Capital?

[Shikha Rawal is an Associate at a law firm in Mumbai. The views in this post are personal.] Over the years, several companies have increasingly resorted to selective capital reduction as a means of share capital management. A reduction of capital often involves the reduction of the same proportion of the shares of the company on similar terms and conditions offered to each shareholder whose...

Scope of Exemptions from Open Offer in case of Foreign Merger Transactions

[Supreme Waskar & Sumit Agrawal are lawyers from Suvan Law Advisors. Views are personal.] The Securities and Exchange Board of India (“SEBI”) in its recent informal guidance dated October 30, 2017 in the matter of Linde India Limited (“LIL”) has held that ‘review of merger process’ by ‘competent authorities’ will not exempt the proposed merger from the obligation to make an open offer under...

SEBI Refrains from Resolving Ambiguity on Permissible Investor Protection Rights

[The following post is contributed by Supreme Waskar, who is a corporate lawyer in Mumbai. An earlier post on this topic is available here.] The existing definition of control under regulation 2(1)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”), defines “control” in inclusive manner as a right to (a) appoint a majority of...

“Control” Untouched in the Takeover Regulations: A Case of Regulatory Inertia

Let’s just say, it is not at all surprising. After carrying out an extensive consultation that lasted more than a year with a view to defining the concept of “control” under the SEBI (Substantial Acquisition and Takeovers) Regulations, 2011 (the “Takeover Regulations”), the Securities and Exchange Board of India (“SEBI”) has come around a whole circle. It has, by retaining the current definition...

Conflicts and Gaps in Regulatory Aspects of Schemes of Arrangement

[Guest post by Purvi Khanna, a 4th year student at NALSAR University of Law, Hyderabad.] The Ministry of Corporate Affairs’ recent notifications formalise an overhaul in the procedure for Schemes of Arrangements (“SoA”). . This post attempts to shed light on certain commercial aspects, and the inconsistencies and overlaps in the provisions of the Companies Act 2013 (the “Act”), the...

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...

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