Corporate group structures are common among Indian listed companies which hold shares in subsidiaries both in India and other countries around the world. Due to differences in financial reporting requirements in all jurisdictions where the corporate group is present, the Companies Act as well as regulations issued by the Securities and Exchange Board of India (SEBI) have sought to harmonize such...
SEBI’s Framework for Innovation Sandbox – Infusing FinTech into India’s Securities Markets
[Mansi Mishra is a 2nd year B.A.LL.B. (Hons) student at National Law Institute University, Bhopal] The Securities and Exchange Board of India (SEBI), amidst much speculation in the securities market, proposed the “Framework for Innovation Sandbox” by way of its circular dated 20 May 2019. This post seeks to analyse the key proposals of the SEBI framework and to highlight the takeaways for the...
SAT on Selective Disclosure of Information and Model Code of Conduct
The insider trading regime creates two types of offences in respect of insider trading, i.e., the “trading offence” whereby a person buys or sells securities while in possession of unpublished price sensitive information (UPSI) relating to such company and the “communication offence” which involves an inappropriate disclosure of UPSI on a selective basis. A vast number cases relating to insider...
SEBI Consults on Shares with Differential Voting Rights
Dual class share (DCS) structures are becoming more popular around the world. While they have been existent in several companies in the United States (US) for some decades now, they were accompanied sometimes by a sense of unease among investors and regulators due to the disparity they create between economic rights (level of ownership) of shareholders and their control rights (voting). Since the...
Supreme Court on Relevance of Section 15J of SEBI Act
[Rakshita Poddar and Jitesh Maheshwari are associates at Mindspright Legal] The Supreme Court of India has recently passed a landmark judgment in Adjudicating Officer (“AO”), SEBI v. Bhavesh Pabari by which it has overruled its previous judgment in SEBI v. Roofit Industries Ltd. and explained the relevance of section 15J of the Securities and Exchange Board of India Act, 1992. The Securities and...
Buyback during Pendency of Amalgamation: SEBI Order in the Wipro Case
The SEBI (Buy-back of Securities) Regulations, 2018 states in regulation 24(ii) that a company shall not announce a buy-back when a scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, 2013 is pending. Such a proscription against buy-back operates because a scheme of amalgamation is a material transaction and could potentially alter the fundamental...
Direct Overseas Listing: Assessing the Viability of Proposed Reforms
[Suneha Kasal and Swini Khara are III year law students at NALSAR University of Law, Hyderabad] Considering the ongoing evolution and internationalization of capital markets across the globe and change in the complexion of Indian companies, the Securities and Exchange Board of India (SEBI) recently acknowledged that the current regulatory framework on ‘direct overseas listing of equity shares’...
Amendment to Insider Trading Regulations: An Incentive for Insiders?
[Bhavin Gada, Soumya Shanker and Mehak Gupta are with M/s Economic Laws Practice, Advocates and Solicitors. The views of the authors are personal] On 31 December 2018, the Securities and Exchange Board of India (“SEBI”) issued an amendment to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The amendment was pursuant to the recommendations made in the...
SEBI’s Considerations for Granting Exemption from a Takeover Offer (Batliboi)
[Prateek Surisetti is a V Year B.A. LL.B. student at NALSAR University of Law] I write to analyze an Order (dated 5 July 2018) of the Securities and Exchange Board of India (“SEBI”), which exempted a proposed acquirer from complying with regulation 3 of the SEBI (Substantial Acquisitions and Takeovers) Regulations, 2011 (the “Takeover Regulations”). The Order sheds light on the particular...
Insider Trading in Commodity Derivatives
[Peeyush Agarwal and Zarnaab Aswad are both 5th year law students at Dr. Ram Manohar Lohiya National Law University, Lucknow] Introduction Consider this: X is an employee of Y Corporation, which is a leading steel manufacturing company whose scrips are listed on stock exchanges. X, being an employee gets to know that Y Corporation has just discovered huge deposits of iron ore that, if extracted...
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