[Ayush Gorana is a final-year B.B.A., LLB (Hons.) Student at Gujarat National Law University, Gandhinagar] In a significant regulatory development, SEBI in its board meeting on 27 June 2024 approved amendments to the SEBI (Delisting of Equity Shares) Regulations, 2021, thereby introducing the fixed price method as an alternative to the existing reverse book building (RBB) process for voluntary...
Indian Shareholder Activism: Approaching a Turning Point?
[Karan Anand and Bhaskar Vishwajeet are students at Jindal Global Law School] The unsuccessful merger between Zee Entertainment Enterprises Limited (“ZEEL”) and Culver Max Entertainment Private Limited (“SPNI”) has reignited the debate on the status of shareholder activism in incomplete mergers in India. In the wake of the termination of the merger, some of SPNI’s institutional shareholders...
Corporate Climate Litigation: Comparing ClientEarth-Shell with the Indian Regulatory Framework
[Dhanshitha Ravi and Santosh S are third and final year law students respectively at Symbiosis Law School, Pune] The United Kingdom High Court (“UKHC”) on the 12 May 2023 delivered a landmark judgment in the realm of corporate jurisprudence in a first of its kind climate-change based derivative action in ClientEarth v. Shell plc. This action was brought by ClientEarth, a minority shareholder in...
Analysing the Oppression Remedy in India: Is it “Just and Equitable”?
[Devika Bansal and Naina Bora are third-year law students at Gujarat National Law University, Gandhinagar] Spanning over a four-year period, the dispute in Tata Consultancy Services Limited v. Cyrus Investments Pvt. Ltd. recently came to an end with the Indian Supreme Court (“SC”) dismissing allegations of oppression and mismanagement. This SC judgement has highlighted...
SEBI’s Consultation Paper Makes Minority-Shareholder Friendly Proposals on Independent Directors
The Securities and Exchange Board of India (“SEBI”) has released a consultation paper making minority-shareholder friendly proposals mainly relating to independent directors (“IDs”). The paper proposes a dual-approval process for appointment and removal of IDs, which includes a “majority of minority shareholders” approval. If this approval is not received, a...
CCI’s Market Study on Private Equity: Time to Clear the Air?
[Priya Maharishi is a 4th-year B.A., LL.B. (Hons.) student at Jindal Global Law School, Sonipat, Haryana] The issue of common ownership and its impact on the competition landscape has preoccupied the Competition Commission of India (CCI) for a long time. The concern has become pressing in the light of increase in private equity (PE) investments in India. To show some teeth in the game, the CCI...
Paper on Shareholder Remedies: Oppression, Prejudice and Mismanagement
Under company law, shareholders (particularly the minority) can resort to various remedies prescribed thereunder, such as oppression, prejudice and mismanagement. While Indian company law has incorporated versions of shareholder remedies since the mid-20th century, the design of the remedies as they currently operate finds place in sections 241 and 242 of the Companies Act, 2013 (the “2013 Act”)...
Hybrid Companies: Lacunae in the Tata-Mistry Decision
[Umang Pathak is a 4th year B.B.A., L.L.B. (Hons.) student at Jindal Global Law School in Sonipat, Haryana] The National Company Law Appellate Tribunal (‘NCLAT’), in its decision in Cyrus Investments Pvt. Ltd. v Tata Sons Ltd., had decided the on the question of mismanagement and oppression which purportedly impacted the internal democracy of Tata Sons Limited (‘TSL’) and its accountability...
Some Comments on NCLAT’s Ruling in the Tata-Mistry Case
Last week, the National Company Law Appellate Tribunal (NCLAT) pronounced its ruling in the Tata-Mistry case. It held that the removal of Mr. Cyrus Mistry as executive chairman by the board of Tata Sons was illegal, and called for his reinstatement to that position. It also decided that consequential actions taken in the interim, including the appointment of a new executive chairman were illegal...
Increasing the Ambit of Rights Available to Voting by Proxy
[Vishal Hablani and Anirudh Goyal are 3rd & 4th Year B.A.L.L.B. (Hons.) students respectively at the West Bengal National University of Juridical Sciences, Kolkata] Under the proxy system of voting, a shareholder delegates his rights to attend and vote at a meeting to another person as his representative. This representative is known as the proxy. The system of proxy voting has statutory...
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