Tag: Takeover Regulations
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Pledge of Demat Shares: Implications Under Takeover Regulations
A somewhat peculiar situation came up for consideration of the Securities Appellate Tribunal (SAT) in Liquid Holdings Private Limited v. SEBI, on which SAT passed its order on March 11, 2011. Background Liquid Holdings Private Limited (Liquid) was one of the promoters of Blue Coast Hotels Limited (the Target). Morepen Laboratories Limited, a group company
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Literature on Takeover Regulations
I recently came across two papers dealing with the SEBI Takeover Regulations and other related legislation in India, and a discussion of issues that arise in takeovers of Indian companies. 1. The Emerging Market for Corporate Control in India: Assessing (and Devising) Shark Repellants for India’s Regulatory Environment by Abhinav Chandrachud. Abstract: Inbound and domestic
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More on Independent Directors
Can Independent Directors Appoint Alternates? Despite closely following developments in the law relating to independent directors (IDs) in the recent past, this question took me by surprise. Considering the special position of an ID, it seemed to me that an individual occupying that position is incapable of being substituted, even if that were temporary in
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Deal-making and a Changing Legal Regime
Vedanta’s takeover offer for Cairn Energy has raised some questions because it comes in the wake of impending changes to the SEBI Takeover Regulations that may make it potentially difficult for acquirers to structure transactions. Commentators have argued that the timing of the acquisition would help the acquirer take advantage of two beneficial provisions under
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Some Thoughts on the Supreme Court’s Daiichi Opinion – The Significance of Paragraph 48
The Supreme Court’s judgment earlier this year on the SEBI Takeover Code is likely to prove extremely influential. A summary of the propositions that emerge from the judgment is available here, and comments on the SAT opinion are available here, and here. Two key issues deserve close scrutiny – the Supreme Court’s analysis of the
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Interpretive Guidance in Rule-Making
While reading the Supreme Court’s judgment in the Daiichi case, which Mihir has discussed here, I was particularly struck by certain observations of the court that appear at the end of the judgment. The case involved an intensive reading and close interpretation of the provisions of the SEBI Takeover Regulations. Here are the relevant observations:
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Supreme Court on Takeover Regulations: Daiichi appeals allowed
A three-Judge bench of the Supreme Court has delivered its judgment (per Aftab Alam J.) in Daiichi Sankyo v. Chigurupati and Daiichi Sankyo v. Narayanan (Civil Appeal No. 7148/2009 and Civil Appeal No. 7314/2009, judgment dated 8 July, 2010); where the Supreme Court has in a common judgment allowed appeals against orders of the SAT
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UK: Consultation Paper on Takeover Bids
While the SEBI Takeover Regulations in India are a subject-matter of detailed review, elsewhere in the U.K. there are proposals for amending certain aspects of the City Code on Takeovers and Mergers. These changes have been necessitated on account of the widespread debate that followed the takeover of Cadbury plc by Kraft Foods Inc. early
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SEBI Order on Shareholding Disclosures
On March 8, 2010, SEBI passed an order in the case of Bank of Rajasthan (BoR). SEBI commenced investigation into the shareholding pattern of BoR following a reference received from the Reserve Bank of India (RBI). Pursuant to the RBI Guidelines on Ownership and Governance in Private Sector Banks dated February 28, 2005, the promoters
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Buyback and Takeover Regulations – Yet another development
See my earlier post on a recent decision of SEBI on whether increase in percentage holding consequent to buyback of shares would amount to “acquisition” under the Takeover Regulations. If that and earlier posts are reviewed, one would note that SEBI has taken a fairly consistent stand that such increase does amount to acquisition. Now,
