Tag: Takeover Regulations
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SEBI’s Special Treatment to Public Sector Banks
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SEBI Order Denying Inter-se Promoter Transfer Exemption
Normal 0 false false false EN-US JA X-NONE /* 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-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; mso-ascii-font-family:Calibri; mso-ascii-theme-font:minor-latin; mso-hansi-font-family:Calibri; mso-hansi-theme-font:minor-latin;} [Guest post by Shashank Prabhakar, who is a lawyer with Finsec Law Advisors] The Whole Time Member of the…
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Supreme Court Reinforces Sanctity of a Takeover Offer
In what circumstances can a takeover offer, once made, be withdrawn? This issue has occupied the attention of the Supreme Court in two previous cases, Nirma Industries v. Securities and Exchange Board of India and Securities and Exchange Board of India v. Akshya Infrastructure Pvt. Ltd. In these cases, the Supreme Court took a strict…
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Supreme Court on Board Appointments During a Takeover Offer
Background In Securities and Exchange Board of India v. Burren Energy India Limited (decided on 2 December 2016), the Supreme Court of India was concerned with a couple of issues relating to the technical interpretation of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the “1997 Regulations”). This case involved an indirect acquisition…
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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…
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Withdrawal of Open Offer: A Debate Rekindled?
[The following post is contributed by Saumya Bhargava & Prateek Suri, who are Associates at AZB & Partners, New Delhi. Views expressed are personal.] [In an earlier post dated August 5, 2016, we had discussed an order relating to the open offer of Jyoti Limited in the context of circumstances under which an open offer…
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Non-compete Fee: A Bane for Minority Shareholders
[The following post is contributed by Soham Roy & Akhil Nene, who are 5th year students at the National Law University Odisha] A non-compete fee is paid to exiting promoters or founders of a company to ensure that they do not compete for a certain period of time with the company they are exiting. Recently,…
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Exempted inter-se transfer amounts to ‘sale’
[The following post is contributed by Supreme Waskar, who is a corporate lawyer in Mumbai] In an earlier post on February 18, 2012, Mr. Umakanth Varottil had discussed the informal guidance issued by the Securities and Exchange Board of India (SEBI) to Strides Arcolabs in connection with the company’s eligibility to issue securities to its promoters on…
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Takeover Regulations and the Banking Sector
Two separate but recent developments underscore the need to treat the banking sector differently when it comes to compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Regulations”). While the first relates to the applicability of the Takeover Regulations to capitalization of banks, the second relates to restructuring debts of…
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Withdrawal of an Offer under SEBI’s 2011 Takeover Regulations
Once a takeover offer is made, it is generally treated as sacrosanct. It is extremely difficult for acquirers to withdraw from the offer. This position has been clarified in a number of decisions of courts and appellate tribunals, including the Supreme Court. We have previously discussed the cases of Nirma Industries v. Securities and Exchange…
