A whole-time member of the Securities and Exchange Board of India passed an order involving CapitalVia Global Research Limited under the SEBI (Investment Advisers) Regulations 2013 (the “IA Regulations”). The case arose out of an inspection carried out by SEBI on CapitalVia, which resulted in an interim order being passed by SEBI on November 11, 2016. Since then, SEBI has held hearings and...
SEBI Elaborates on Board Evaluation
Along with the considerable enhancement in the duties and responsibilities of boards of directors of Indian companies that was occasioned due to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there has been a considerable emphasis on board evaluation as a measure of not only enhancing corporate governance in general, but also as a means...
SEBI Enhances Oversight on Schemes of Arrangement
Since 2013, the Securities and Exchange Board of India (SEBI) has exercised oversight in respect of schemes of arrangement proposed by listed companies, including schemes such as amalgamation, demerger, reduction of capital and the like (see here and here). Such oversight has now been enshrined in regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations...
ESOP Shares and the Computation of Open Offer Triggers
Under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”), an acquirer must make a mandatory open offer to acquire the shares of the remaining shareholders when the acquirer acquires shares (with voting rights) beyond prescribed thresholds. Since the triggers are based on the acquisition of shares with voting rights, questions could arise whether...
Towards a Conducive Framework for REITs – Recent SEBI Amendments
[The following guest post is contributed by Sumit Agrawal, Partner, Suvan Law Advisors and Arka Saha, a final year law Student from National Law University, Orissa. Views are personal] Although the capital and commodities market regulator, the Securities and Exchange Board of India (SEBI), had introduced Real Estate Investment Trusts (REITs) Regulations on September 26, 2014, REITs are yet to...
Foreign Portfolio Investments in Unlisted Non-Convertible Debentures
[The following post is contributed by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai.] Last month, the Reserve Bank of India (“RBI“) allowed Foreign Portfolio Investors (“FPIs“) to invest in unlisted non-convertible debentures (“NCDs“). This has been done by way of an amendment to the Foreign Exchange Management (Transfer or Issue of...
Further Analysis on Compensation Agreements
[The following guest post is contributed by Rohit Sharma, who is a Research Associate at Vinod Kothari & Co. Two earlier posts on this topic are available here and here.] Introduction The Securities and Exchange Board of India (SEBI) drew attention to the issue of compensation arrangements that take place between the private equity investors (PE) and the promoters, directors and key...
Disgorgement Orders under Indian Securities Law
[The following guest post is contributed by Shubham Janghu, a third year student at Jindal Global Law School with inputs and minor edits by Aditya Swarup, who is an Assistant Professor at Jindal Global Law School.] Introduction Gain-based remedies, though rarely adjudicated in India, are an important aspect of commercial law. The powers of courts to award such remedies arise from statute, for...
SEBI’s Proposals on Stock Advice through Social Media
Nearly a month ago, the Securities and Exchange Board of India (SEBI) issued a Consultation Paper on Amendments/Clarifications to the SEBI (Investment Advisers) Regulations, 2013. Although the consultation paper deals with a number of issues relating to investment advice, one aspect has received undue attention, and perhaps rightly so. Tucked into the consultation paper are a couple of paragraphs...
SEBI’s Enhanced Standards for Credit Rating Agencies
On November 1, 2016, the Securities and Exchange Board of India issued a circular containing Enhanced Standards for Credit Rating Agencies. These seek to introduce greater stringency in the operation of the rating industry. The areas covered include: – Formulation of Rating Criteria and rating processes and public disclosure of the same. – Accountability of Rating Analysts. –...
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