(The following post has been contributed by Piyush Prasad, who is an alumnus (B.Sc. LL.B.) of the National Law University, Jodhpur) The Competition Commission of India (“CCI”) on August 25, 2011 approved the proposed combination of Walt Disney Company (Southeast Asia) Pte. Limited (“the “Acquirer”) and UTV Software Communications Limited (“the “Acquired Enterprise”) under section 31 (1) of the...
CSX/TCI: Appellate Court on Disclosures and Takeover Law
Sometime ago, we had the opportunity to discuss a decision of the U.S. District Court for the Southern District of New York pertaining to the use of cash-settled total-return equity swaps by acquirers and whether that would trigger disclosure requirements under appropriate U.S. regulations governing takeovers. Now an appellate court has pronounced its decision in which the majority of the judges...
Changes to Takeover Regulations
SEBI has approved most of the changes suggested by the Takeover Regulations Advisory Committee (TRAC) last year to the Takeover Regulations. The key changes are summarized in SEBI’s board note: a) Initial trigger threshold increased to 25 % from the existing 15 %. b) There shall be no separate provision for non-compete fees and all shareholders shall be given exit at the same price. c) In cases...
Maiden Order under Merger Control Regulations
Legally India has reported the issuance of the first order by the Competition Commission of India (CCI) under the Combination Regulations that came into force on June 1, 2011. CCI’s order considers the acquisition by Reliance Industries Limited and Reliance Industrial Infrastructure Limited (the Acquirers) of the 74% stake held by the Bharti Group in each of two joint venture insurance companies...
Combination Regulations Under Indian Competition Law
(The following post is contributed by Rahul Singh) The Competition Commission of India (the “CCI“) has on 11 May, 2011 notified the Competition Commission of India (Procedure in regard to the transaction of business relating to combination) Regulations, 2011 (No 3 of 2011) (“Combination Regulations“) under the Competition Act, 2002 (the Competition Act). Background...
Scheme of Arrangement: Role of Tax Authorities
The role of the tax authorities in challenging a scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 has been called in question in the demerger of the passive infrastructure assets of various Vodafone Essar entities into Vodafone Essar Infrastructure Limited. This was an intra-group transaction as all companies enjoyed a wholly owned subsidiary relationship with one of the...
Notification of Merger Review Provisions under Competition Law
(The following post has been contributed by Rahul Singh, Assistant Professor, National Law School of India University, Bangalore (on leave) and Senior Associate, Trilegal) The Ministry of Corporate Affairs (MCA), Government of India has recently notified the provisions for regulation of combination (commonly known as “merger review provisions”) under the Competition Act, 2002. The Competition...
Poison Pill Lives on in Corporate America
(Mihir had earlier highlighted the importance of a recent Delaware Chancery Court decision in the Airgas case. We now have a post by Karan Singh Tyagi, who succinctly analyzes the impact of the decision under Delaware law and goes to the nub of the issue involving the role of the board of directors of a target that is the subject matter of a hostile bid. Karan is currently an associate at Gide...
Restrictions on Outbound Acquisitions
Although outbound acquisitions by Indian companies have increased significantly in recent years, there is a concern that domestic Indian laws governing the acquirers are yet to keep up to speed with developments in the business arena. Recognising this concern, the Confederation of Indian Industry (CII) has submitted a memorandum to the Department of Industrial Policy and Promotion, Government of...
Outbound Acquisitions by Indian Companies
Professor Afra Afsharipour at the University of California, Davis, School of Law has posted an interesting paper “Rising Multinationals: Law and the Evolution of Outbound Acquisitions by Indian Companies”. Although several leading Indian companies have embarked on large overseas acquisitions, the law in this area has not been the subject-matter of serious academic study. To that extent, this...
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