Tag: Mergers and Acquisitions
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Disclosures under Non-Disclosure Agreements?
96 Normal 0 false false false EN-US JA X-NONE /* Style Definitions */ table.MsoNormalTable {mso-style-name:”Table Normal”; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-parent:””; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin:0in; mso-para-margin-bottom:.0001pt; mso-pagination:widow-orphan; font-size:10.0pt; font-family:Calibri;} [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
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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
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Sale of an “Undertaking” in Company Law
[This post is contributed by Nitu Poddar of Vinod Kothari & Co. The author can be contacted at nitu@vinodkothari.com] Company law imposes certain restrictions on the general powers of directors. Pursuant to section 180 of Companies Act, 2013 (“Act, 2013”), the board of directors of a company can exercise certain powers only with the consent
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Papers on M&A Agreements, Woman Director
Professor Afra Afsharipour has posted on SSRN two papers that may be of interest to readers. They are listed below along with abstracts. Legal Transplants in the Law of the Deal: M&A Agreements in India This chapter reviews the transformation of merger and acquisition (M&A) transactions in India. Due to globalization and economic liberalization, India
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SEBI Order on Delisting Price
Delisting transactions tend to be sensitive as they underscore the conflicts between controlling shareholders (or promoters) and minority shareholders. The promoters are in a position to delist the company at any time they consider appropriate even though the circumstances may not necessarily favour the minority shareholders. Moreover, due to the information asymmetry between the two
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Breach of Representations and Warranties in M&A: A Buyer’s Guide
[The following guest post is contributed by Goda A. Raghavan and Kirthi Srinivas G, who are advocates with HSB Partners, Chennai and can be contacted at goda@hsbpartners.com and kirthi@hsbpartners.com respectively. Views are personal and do not represent the views of the firm.] Purchase price in a mergers and acquisitions (M&A) transaction is normally fixed after
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Nature of Consideration in a Scheme of Arrangement
[The following guest post is contributed by Rushab Dhandokia, who is an associate at a reputed law firm. Views are personal] Background The Bombay High Court in re Thomas Cook Insurance Services (India) Limited[1] has dealt with a very interesting question within the domain of Mergers & Acquisitions (“M&A”). The case refers to the sanction of
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Voting Agreements and Takeover Regulations
Earlier this week, SEBI issued an informal guidance based on a request by the promoters of Cipla Limited on the implications of voting agreements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”). Background; Facts The brief facts are that Dr. Y.K. Hamied and his family members control a significant
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Role of the Regional Director in a Scheme of Arrangement
Mergers, demergers and other forms of corporate restructuring are usually effected through a scheme of arrangement that not only requires the approval of different classes of shareholders and creditors, but also the sanction of the relevant court of law. The provisions of the Companies Act, 1956, specifically sections 391 to 394, contain an elaborate framework
