[Aayush Ambasht, Param Kailash and Sudiksha Moorthi are 4th Year BBA LLB (Hons.) students at Symbiosis Law School, Pune] The 16-month long takeover saga of Religare Enterprise Limited (REL) reached its much-awaited conclusion on 14 February 2025 by way of an order of the Securities and Exchange Board of India (SEBI) following Supreme Court directions. The controversy unfolded in early 2024 when...
The SEBI-RBI Conflict: Regulatory Gridlock in NBFC Takeovers
[Akshay Dhekane is a 5th year B.A., LL.B. (Hons.) student at National Law University Delhi] In the Indian markets, hostile takeovers are a potent but rare strategy to gain control over companies. Recognizing their importance the Supreme Court in Pramod Jain v SEBI held: “A hostile takeover helps to unlock the hidden value of the shares and puts pressure on the management to work efficiently”...
SAT’s Order in Pegasus: Dispensing with Valuations in Indirect Acquisitions?
[Shalin Ghosh is a 3rd year B.A., LL.B. (Hons.) student at Maharashtra National Law University, Mumbai] Indirect acquisitions involve an acquirer obtaining control in the target company by taking over an intermediary entity which already holds a controlling stake in the target. This transaction structure does not result in any change in the target’s public shareholding. However, such acquisitions...
SEBI’s Proposal to Link Voluntary Delisting to a Fixed Price is Meritorious
[Aadya Conjeevaram is a third-year undergraduate student at the West Bengal National University of Juridical Sciences, Kolkata] The Securities and Exchange Board of India (“SEBI”) through a consultation paper (“Consultation Paper”) proposed significant changes to enhance the delisting process. A sub-group, led by Mr. Keki Mistry and comprising members from the Primary Market Advisory Committee...
Critiquing SEBI’s Narrow Interpretation of the Inter-Se Transfer Exemption
[Simran Sharma is a fourth year B.A.,LL.B (Trade and Investment Law Hons.) student at National Law University, Jodhpur} The Securities and Exchange Board of India (SEBI) provided informal guidance in June this year on the interpretation of the “inter se transfer exemption” under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Code”). This post aims to...
Supreme Court Reiterates Rectificatory Jurisdiction Under Companies Act: A Conundrum Involving NCLT and SEBI
[Anshita Dave and Abhyudaya Yadav are 5th year B.A., LL.B. (Hons.) students at Dharmashastra National Law University, Jabalpur] Recently, the Supreme Court in IFB Agro Industries Limited v. SICGIL India Limited held that the National Company Law Tribunal (“NCLT”) cannot exercise its rectificatory jurisdiction under section 59 of the Companies Act, 2013 (“the Act”) to...
Navigating an Alternative Route for Hostile Raiders
[Chandragupt is a 5th year B.A.,LL.B.(Hons.) student and Varnika Pasricha is a 5th year B.B.A.,LL.B.(Hons.) student, both at the Jindal Global Law School] The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 [“SAST Regulations”] envisage two types of offers – mandatory open offers and voluntary open offers. While mandatory open offers are...
SEBI’s Takeover Amendment: Hit-and-Miss on Delisting
[Aryan Puri is a 4th-year BBA., LL.B. (Hons.) student at MIT-World Peace University, Faculty of Law, Pune, and Priya Maharishi is a 5th-year B.A., LL.B. (Hons.) student at Jindal Global Law School, Sonipat] On December 6, 2021, the Securities and Exchange Board of India (“SEBI”) amended the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011 (“Takeover Regulations”) to simplify...
The Reliance Open Offer Penalty: ‘Unexplained’ Delays in Regulatory Action
Shikhar Aggarwal is a 3rd year B.A.LL.B. (Hons.) student at National Law University, Delhi] On 7 April 2021, the Adjudicating Officer (“AO”) of the Securities and Exchange Board of India (“SEBI”) imposed a monetary penalty of ₹25 crore jointly on 34 entities, including brothers Mukesh and Anil Ambani and other promoters of Reliance Industries Limited (“RIL”), for their failure to comply with the...
Promoter-Friendly Amendments to the SEBI Takeover Regulations
Cash-starved companies are presently considering raising funds through various means during the economic downturn. When it comes to equity funding, the natural option would be to rely on their promoters to infuse more capital. Towards this end, the Securities and Exchange Board of India (SEBI) on 16 June 2020 issued amendments to the SEBI (Substantial Acquisition of Shares and Takeovers)...
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