Tag: Minority Shareholders
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An Instance of Shareholder Activism
[Posted by Umakanth Varottil] A lot has already been said about shareholder activism in India, and how the concept has acquired a strong footing more recently. Shareholder activism may take on different forms. Shareholders may simply dump the stock of companies they believe are not being governed in the desired manner to protect investors (a.k.a.…
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Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 2
[Posted by Umakanth Varottil] [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…
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Guest Post: New Regime of Corporate Governance: Heading Towards “Hung” Companies – Part 1
[Posted by Umakanth Varottil] [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…
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Class Actions in the Companies Act, 2013: a Recipe for Confusion?
[Posted by Mihir Naniwadekar] Normal 0 false false false EN-US X-NONE X-NONE MicrosoftInternetExplorer4 /* Style Definitions */ table.MsoNormalTable {mso-style-name:”Table Normal”; mso-tstyle-rowband-size:0; mso-tstyle-colband-size:0; mso-style-noshow:yes; mso-style-priority:99; mso-style-qformat:yes; mso-style-parent:””; mso-padding-alt:0in 5.4pt 0in 5.4pt; mso-para-margin-top:0in; mso-para-margin-right:0in; mso-para-margin-bottom:10.0pt; mso-para-margin-left:0in; line-height:115%; mso-pagination:widow-orphan; font-size:11.0pt; font-family:”Calibri”,”sans-serif”; mso-ascii-font-family:Calibri; mso-ascii-theme-font:minor-latin; mso-fareast-font-family:”Times New Roman”; mso-fareast-theme-font:minor-fareast; mso-hansi-font-family:Calibri; mso-hansi-theme-font:minor-latin;} The Companies Act, 2013 introduces some important changes to…
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Arbitration of Shareholder Disputes
[Posted by Satyajit Gupta] 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…
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Double Derivative Actions Revisited
[Posted by Mihir Naniwadekar] 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…
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Minority Shareholder Protection in M&A
[Posted by Umakanth Varottil] 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:…
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Andhra Pradesh High Court on Reduction of Capital: More Uncertainty?
[Posted by Mihir Naniwadekar] 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…
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Section 100 revisited: In Re Organon
[Posted by Mihir Naniwadekar] 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…
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From ‘Oppression’ to ‘Prejudice’?
[Posted by Mihir Naniwadekar] 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)…