[The following post is contributed by Satyajit Gupta, Principal – M&A/ Corporate at Advaita Legal. Views are personal, and comments are welcome] With the National Democratic Alliance (“NDA”) gaining a decisive majority in the 2014 general elections, the expectation was that India would experience dramatic growth in all sectors, as the Government and administration would leave...
Analysis of the options proposed by SEBI for ascertaining “control”
[The following guest post is contributed by Amitabh Robin Singh, who is an Associate at DSK Legal. In this, he highlights the benefits and also offers a critique of SEBI’s recent proposals to define “control”] Recently, the Securities and Exchange Board of India (“SEBI”) released a discussion paper to lay down a bright line test for the acquisition of “control” under the SEBI (Substantial...
Choosing between a blurred line and a bright line: SEBI proposes an objective test for “control”
[The following post is contributed by Vinod Kothari of Vinod Kothari & Co. The subject matter of this post is current given that SEBI is in the process of engaging in a public consultation based on its proposals. We are likely to carry a series of posts on this issue so as to capture a varied set of views and approaches.] If the ruling of the Securities Appellate Tribunal (SAT) in...
Brightline Test for Acquisition of Control
[The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] In the backdrop of ambiguity and concerns in relation to acquisition of ‘control’ of a listed target company, the Securities and Exchange Board of India (“SEBI”) has initiated a consultation process by way of its discussion paper dated March 14, 2016 (“Discussion Paper”). Existing scenario The term control...
Individual Triggers for Takeover Offers
[The following guest post is contributed by Jyoti Srivastava, who is a Manager at Vinod Kothari & Co.] The Securities and Exchange Board of India (SEBI) has framed regulations providing for the acquisition of shares and takeover of listed companies known as ‘Takeover Code’ or SEBI (Substantial Acquisition of Shares) Regulations, 2011 (‘SAST Regulations, 2011’). The provisions of the SAST...
Change in Shareholding of Individual Promoter Triggers Takeover Code
[The following guest post is contributed by Supreme Waskar, who is a corporate lawyer] In its interpretative letter dated March 01, 2016 under the SEBI (Informal Guidance) Scheme, 2003, in the matter of Capital Trust Limited (“CTL”), SEBI clarified the provisions of regulation 3(3) of the SEBI (Substantial Acquisition of Shares and Takeovers), Regulations, 2011 (“Takeover Code”). Facts...
Papers on Takeover Regulation
I have posted two papers on SSRN, the titles and abstracts of which are as follows: 1. “Comparative Takeover Regulation and the Concept of ‘Control’” The mandatory bid rule (MBR), one of the basic tenets of takeover regulation, obligates an acquirer who obtains ‘control’ over a target company to make an offer to acquire the shares of the...
Supreme Court on Takeover Offer Price
Under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations (both under the current version of 2011 and previous version of 1997), takeover offers are required to be made at a minimum offer price that is based on the historical market price over a specified period of time and also on other acquisitions made by the acquirer of persons acting in concert (PACs) during a similar...
Disclosures under Non-Disclosure Agreements?
[The following guest post is contributed by Yogesh Chande and Malek-ul-Ashtar Shipchandler of Shardul Amarchand Mangaldas. Views expressed herein are personal and solely that of the authors.] A recent post titled “Confidentiality Agreements in M&A Transactions” (available here) discussed confidentiality agreements in the context of a US based M&A transaction. From a view point of insider...
Confidentiality Agreements in M&A Transactions
In May 2012, we had discussed the case of Martin Marietta wherein a confidentiality agreement was enforced in the context of an M&A transaction. Now, a California court has similarly enforced a confidentiality agreement in the case of Depomed, Inc. v. Horizon Pharma, PLC (accessed via the website of Wachtell, Lipton, Rosen & Katz). The facts of the case are summarized in the ruling:...
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