Tag: Mergers and Acquisitions

  • 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

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  • 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

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  • 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

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  • Deal-making and a Changing Legal Regime

    Vedanta’s takeover offer for Cairn Energy has raised some questions because it comes in the wake of impending changes to the SEBI Takeover Regulations that may make it potentially difficult for acquirers to structure transactions. Commentators have argued that the timing of the acquisition would help the acquirer take advantage of two beneficial provisions under

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  • NALSAR Student Law Review: New Issue

    The latest issue of the NALSAR Student Law Review (which is available online) carries a number of articles that may be relevant to readers of this Blog. Here is a list of those: – Regulation and Responsibility of Credit Rating Agencies vis-a-vis the Current Economic Crisis- A Comparative Analysis – Rethinking the Linkages Between Foreign

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  • Guidance on Due Diligence

    M&A Law Prof Blog has a link to JeffreyWeiner’s Due Diligence in M&A Transactions: A Conceptual Framework which provides an overview of the due diligence process and its objectives in an M&A transaction. It will be a particularly useful reading for corporate lawyers who are starting out this season.

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  • UK: Consultation Paper on Takeover Bids

    While the SEBI Takeover Regulations in India are a subject-matter of detailed review, elsewhere in the U.K. there are proposals for amending certain aspects of the City Code on Takeovers and Mergers. These changes have been necessitated on account of the widespread debate that followed the takeover of Cadbury plc by Kraft Foods Inc. early

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  • Proposal for Streamlining Stamp Duty on Mergers, etc.

    The issue of applicability of stamp duty to a scheme of arrangement (merger/ amalgamation, demerger, reconstruction or otherwise) effected with the sanction of the High Court under sections 391 to 394 of the Companies Act, 1956 has always been a vexed one. As regards stamp duty legislation more generally, several states have enacted their own

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  • Bits of Interest

    1.         Regulation of Credit Rating Agencies Drawing lessons from the role of credit rating agencies (CRAs) in the recent financial crisis, SEBI has imposed additional transparency and disclosure norms for the Indian CRAs. SEBI’s circular issued on May 3, 2010 covers issues such as maintenance of records of the rating process, dealing with conflicts of

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  • End to Accounting Jugglery in Mergers?! – SEBI amends listing agreement to end deviation through disclosure

    SEBI has directed, vide circular dated 5th April 2010, the modification of the listing agreement focusing on certain deviations from Accounting Standards commonly carried out as part of Schemes of mergers, demergers, etc. SEBI has done this cleverly and indirectly but with apparently with more effect than it would have done it directly. It has

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