Tag: Minority Shareholders
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Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 2
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at nivedita@vinodkothari.com. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog. This is a
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Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 1
[The following post is contributed by The following post is contributed by Nivedita Shankar, who is a Senior Associate at Vinod Kothari & Co. She can be reached at nivedita@vinodkothari.com. The views expressed herein are solely those of the guest author and cannot be ascribed to the other contributors of this Blog] The OECD in
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Class Actions in the Companies Act, 2013: a Recipe for Confusion?
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Arbitration of Shareholder Disputes
In an article in the Financial Express, my colleague Debashish Sankhari and I have looked at whether disputes of oppression and mismanagement in relation to the affairs of a company can be adjudicated through arbitration. This is an important practical question for many a financial investor (and even a long-term strategic investor) who has agreed
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Double Derivative Actions Revisited
In an earlier post, we had discussed the concept of multiple derivative actions, and the decision of the Hong Kong Court of Final Appeal in Waddington, which held that double derivative actions (shareholder of a holding company bringing a derivative action complaining of wrongs done to the subsidiary company) were maintainable. In the comments, it was pointed
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Minority Shareholder Protection in M&A
The Economic Times examines a recent trend whereby companies have preferred asset sales or business sales (also known as “slump sales”, an expression that bears uniqueness to India, as I am yet to come across that expression elsewhere) over takeovers thereby shortchanging minority shareholders of the seller companies. The argument goes: by structuring the deal
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Andhra Pradesh High Court on Reduction of Capital: More Uncertainty?
In an earlier post, I had highlighted some observations of the Bombay High Court in Re Organon, and had commented on whether the decision of the Single Judge in that case stood easily along with the observations of a Division Bench in Sandvik. The decision in Sandvik can perhaps be read to mean that when
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Section 100 revisited: In Re Organon
We have discussed the law on reduction of share capital under Section 100 of the Companies Act previously. A recent decision of a Single Judge of the Bombay High Court has an interesting observation in this regard. In Re Organon (India) Limited [2010] 101 SCL 270 (Bom), Kathawalla J. observes after discussing the previous cases
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From ‘Oppression’ to ‘Prejudice’?
In this post, I had noted that the proposed Companies Bill appears to introduce some substantive changes in the law dealing with oppression (covered under Section 397 of the present Act). The proposed Companies Bill, 2009 states, in Section 212: “212. (1) Any member of a company who complains that— (a) the affairs of the
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“Consent in writing” and Standing for Oppression and Mismanagement: Section 399(3)
Having discussed the apparent relaxation in standing requirements under Section 399(1), this post will now consider what the requirements under Section 399(3) are. In particular, the effect of the Justice Ruma Pal’s decision in J.P. Srivastava v. Gwalior Sugars will be considered. Section 399(3) states: 3) Where any members of a company are entitled to
