[Ritika Bharti and Siddharth Subramanya Raj Urs are 4th year B.B.A. LL.B. (Hons.) students at School of Law, CHRIST (Deemed to be University), Bengaluru] Giving a new dimension to corporate restructuring, the Chennai Bench of the National Company Law Tribunal (“Tribunal”), in its first of a kind order dated 11 June 2018, laid down a fresh interpretation to the provisions pertaining to the...
CCI Proposes Amendments to the Combination Regulations To Disentangle the Minority Acquisition Exemption
[Ahkam Khan is a 3rdYear B.A., LL.B. (Hons.) student at Dr. Ram Manohar Lohiya National Law University in Lucknow] India contemplates an ex ante merger control regime under the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations). The process for filing of combinations with the Competition...
Analysing Some Insider Trading Implications For M&A Transactions
[Priya Garg is a 5th year student at West Bengal National University of Juridical Sciences (WBNUJS), Kolkata] Consequences of Creating the Due Diligence Exception to the Bar on the Communication of UPSI For the first time, under regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT, 2015”), communication of unpublished price sensitive information (“UPSI”) per se has...
SEBI on “Control”: Financing vs. Acquisition
Background and Context Under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and its previous version of 1997, it is possible for a person to trigger the mandatory takeover offer requirement even without acquiring a single share in the company. This is because the person may be in “control” of the company as defined in the Takeover Regulations, which is determined...
Cross Border Mergers in India: RBI Notification and Some Implications
[Roshni Menon is a 5th year B.A., LL.B (Hons.) student at School of Law, Christ University in Bangalore] Upon tracing the history of cross border mergers in India, one finds that the erstwhile Companies Act, (“1956 Act”) did contain provisions relating to the subject, however limited in its application. This law permitted a merger between a foreign company and an Indian company where the...
Papers on Comparative Corporate Law and Governance in Asia
Hostile Takeover Regimes in Asia: A Comparative Approach, which I have co-authored with Wai Yee Wan. The abstract is as follows: “The market for corporate control (operating through hostile takeovers) acts as a key corporate governance mechanism to discipline corporate managers. However, the process and substance of regulating hostile takeovers differs remarkably among various jurisdictions...
Liquidation Sale as a Going Concern
[Vinod Kothari is an insolvency practitioner] ] The amendments introduced on 28 March 2018 to the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (the “Regulations”) have made a seemingly small change to regulation 33 of the Regulations, permitting the liquidator to sell the “corporate debtor as a going concern”. This seemingly minor amendment is obviously...
A Curious Case of ‘Public Interest’ in Indian Corporate Law
[Abhijeet Singh Rawaley is a Bar Council of India Trust Scholar and a III Year B.A., LL.B. (Hons.) Candidate at NALSAR, Hyderabad With inputs from Shreenath A. Khemka, a King’s Law Scholar pursuing an LLM at the University of Cambridge] This post comments on section 396 of the [Indian] Companies Act, 1956 (carried forward as section 237 in the Companies Act, 2013). The comment critiques the...
NCLAT on Public Interest in an Amalgamation Scheme
[Jai Bajpai is a 3rd year student at School of Legal Studies, University of Petroleum and Energy Studies, Dehradun] Introduction The element of public interest in amalgamation schemes has remained a fairly unexplored territory in the Indian corporate law regime. In essence, an amalgamation scheme ought to be beneficial to each and every class of shareholders and creditors and also in public...
Exemptions to Wholly Owned Subsidiaries: Do they Call for a Revision?
[Shubham Sancheti is a 4th year B.A., LL.B. (Hons.) student at NALSAR University of Law in Hyderabad] The Securities and Exchange Board of India (“SEBI”) recently availed an opportunity to interpret regulation 37(6) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). It provided an interesting yet contestable interpretation of the regulation...
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