[The following post is contributed by Karan S. Chandhiok, who is the Managing Associate of the Competition Law Team at Luthra & Luthra Law Offices. Karan graduated from Amity Law School followed by a BCL at Oxford. He currently serves as a Member Executive of the Competition Law Bar Association. These views are personal. Karan may be contacted at [email protected] or karanchandhiok@gmail...
Special Circumstances for Exemption from Takeover Offers
In the last few days, SEBI issued two exemption orders and one informal guidance based on requests made by acquirers not to be obligated to make mandatory open offers under the SEBI Takeover Regulations due to the existence of special circumstances. This post briefly discusses each of these situations and the rationale for SEBI’s views. Forfeiture of Shares In an application in the case of Prima...
Scheme of Arrangement – Revised requirements for the stock exchanges and listed companies
[Yesterday, we had the opportunity to provide a brief analysis here on SEBI’s new circular on the topic. In the following post, Yogesh Chande points to some ambiguities regarding the scope of SEBI’s new circular. Yogesh is a Consultant, Economic Laws Practice, Advocates & Solicitors. Views expressed by the author are personal] This post pertains to the circular issued by Securities and...
Stringent Procedures for Schemes of Arrangement Involving Listed Companies
For the last few years, there has been a perceptible concern on the part of the Securities and Exchange Board of India (SEBI) that companies have been utilizing the facility of schemes of arrangement available under Sections 391-394 of the Companies Act, 1956 to effect various types of transactions, some of which may not be in the interest of minority shareholders. SEBI has sought to introduce...
U.S. Ruling on Investment Banker Liability in M&A
Last week, a jury in Boston rejected a claim against Goldman Sachs in its role as investment banker to the sale of Dragon Systems Inc. The deal involved a sale of Dragon to Belgian company, Lernout & Hauspie, in consideration for which Lernout & Hauspie issued its own stock to Dragon’s shareholders in an all-stock deal. The trouble was that the acquirer, Lernout & Hauspie, soon became...
Inter Se Promoter Exemption for Takeovers: Computation of Holding Period
A few days ago, SEBI made public its informal guidance issued to Weizmann Forex Ltd. on October 25, 2012. In this case, the target company became listed only in 2011 due to a corporate restructuring process. The question was whether certain shareholders can avail of the exemption for inter se promoter transfer by taking into account the promoter holdings in the previous company from which the...
Mandatory Offers and Creeping Acquisitions
The Securities and Exchange Board of India (SEBI) passed an order under the SEBI Takeover Regulations of 1997 (that existed prior to October 2011) in relation to the shares of Khaitan Electricals Limited (the Target Company). In this order, the SEBI whole time member directed the promoters of the company to make an open offer to the other shareholders on account of certain acquisitions of shares...
Should Government Companies Be Exempt From the Takeover Regulations?
Today’s Business Standard carries a report indicating that SEBI is in the process of considering a general exemption to the Government from making a mandatory open offer under SEBI’s Takeover Regulations 2011. This comes in the wake of two specific exemptions granted by SEBI this year in the case of IDBI Bank and IFCI whereby the Government was given special dispensation from making an open offer...
Scheme of Arrangement & Tax Authorities: The Vodafone Essar Case
Lately, the income tax authorities have been actively objecting to schemes of arrangement initiated under sections 391 to 394 of the Companies Act, 1956 on the ground that the schemes are intended to avoid applicable taxes. Such objections are usually raised when the scheme is presented for sanction of the High Court. This scenario has been played out last week in a decision of the Gujarat High...
Interpreting the Takeover Regulations
With the current Takeover Regulations (that came into effect in October 2011) being fairly recent, they are being subjected to interpretation during the course of their functioning. SEBI this week issued two sets of informal guidance in the context of one takeover. The first pertains to whether an acquirer holding less than 25% can make a voluntary offer and then acquire shares in the market...
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