Tag: Mergers and Acquisitions
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UK: Consultation Paper on Takeover Bids
[Posted by Umakanth Varottil] 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…
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Proposal for Streamlining Stamp Duty on Mergers, etc.
[Posted by Umakanth Varottil] 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…
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Stamp Duty on Amalgamations
[Posted by Umakanth Varottil] The Mint has a column by Heena Singhvi that discusses the often contentious issue of whether stamp duty is payable on an order the High Court sanctioning a scheme of amalgamation between two or more companies. Of greater relevance is the discussion of the Delhi High Court decision in Delhi Towers…
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Overseas Acquisitions and the Impact of National Pride
[Posted by Umakanth Varottil] In the context the proposed overseas acquisitions by Reliance Industries (of LyondellBasell Industries) and Bharti Airtel (of Zain), the M&A Law Prof Blawg has a interesting take on the impact of national pride generated through press attention on such deals. The Blog refers to a recent paper The Cost of Pride:…
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Corporate Restructuring and the Business Purpose Rule
[Posted by V. Niranjan] In 1935, the House of Lords famously observed that “every man is entitled to order his affairs” in order to minimise his liability to tax (IRC v. Duke of Westminster, [1936] AC 1). This is the dictum that is often cited as the source of the rule that while tax avoidance…
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Relief for Investor Community on “Control” Debate
[Posted by Umakanth Varottil] Background Under the SEBI Takeover Regulations, there are two methods by which an acquirer could be obligated to make an open offer to the public shareholders of a listed target company. The first is when the acquirer acquires shares or voting rights beyond certain defined thresholds (as contained in Regulations 10…
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Restructuring Companies: Capital Gains and Transfer Pricing
[Posted by V. Niranjan] In a very interesting decision that could have significant implications for restructuring companies, the Authority for Advance Rulings [“AAR”] has discussed several controversies in connection with restructuring schemes. The decision, Re Dana Corporation (decided November 30, 2009), is available here. The applicant, Dana Corporation, was incorporated in the USA. As part…
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Inputs and Suggestions to TRAC
[Posted by Umakanth Varottil] The Takeover Regulations Advisory Committee (discussed earlier) has invited inputs and suggestions regarding suitable amendments to the SEBI Takeover Regulations. This is part of the committee’s consultative process. Suggestions are due in the prescribed format by October 31, 2009. The background for the proposed amendments is as follows: There have ……